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TRANSCRIPT
Sec
24021F-1 General
24021F-2 Whistleblower status and retaliation protections
24021F-3 Payment of award
24021F-4 Other definitions
24021F-5 Amount of award
24021F-6 Criteria for determining amount of award
24021F-7 Confidentiality of submissions
24021F-8 Eligibility
24021F-9 Procedures for submitting original information
24021F-10 Procedures for making a claim for a whistleblower award in
SEC actions that result in monetary sanctions in excess of $1000000
24021F-11 Procedures for determining awards based upon a related action
24021F-12 Materials that may be used as the basis for an award
determination and that may comprise the record on appeal
24021F-13 Appeals
24021F-14 Procedures applicable to the payment of awards
24021F-15 No amnesty
24021F-16 Awards to whistleblowers who engage in culpable conduct
24021F-17 Staff communications with whistleblowers
sect 24021F-1 General
Section 21F of the Securities Exchange Act of 1934 (ldquoExchange Actrdquo) (15 USC
78u-6) entitled ldquoSecurities Whistleblower Incentives and Protectionrdquo requires the
Securities and Exchange Commission (ldquoCommissionrdquo) to pay awards subject to certain
limitations and conditions to whistleblowers who provide the Commission with original
information about violations of the federal securities laws These rules describe the
whistleblower program that the Commission has established to implement the
provisions of Section 21F and explain the procedures you will need to follow in order to
be eligible for an award You should read these procedures carefully because the failure
to take certain required steps within the time frames described in these rules may
disqualify you from receiving an award for which you otherwise may be eligible Unless
expressly provided for in these rules no person is authorized to make any offer or
promise or otherwise to bind the Commission with respect to the payment of any award
or the amount thereof The Securities and Exchange Commissionrsquos Office of the
Whistleblower administers our whistleblower program Questions about the program or
these rules should be directed to the SEC Office of the Whistleblower 100 F Street NE
Washington DC 20549-5631
sect 24021F-2 Whistleblower status and retaliation protection
(a) Definition of a whistleblower (1) You are a whistleblower if alone or jointly
with others you provide the Commission with information pursuant to the procedures
set forth in sect 24021F-9(a) of this chapter and the information relates to a possible
violation of the federal securities laws (including any rules or regulations thereunder)
that has occurred is ongoing or is about to occur A whistleblower must be an
individual A company or another entity is not eligible to be a whistleblower
(2) To be eligible for an award you must submit original information to the
Commission in accordance with the procedures and conditions described in sectsect24021F-
4 24021F-8 and 24021F-9 of this chapter
(b) Prohibition against retaliation (1) For purposes of the anti-retaliation
protections afforded by Section 21F(h)(1) of the Exchange Act (15 USC 78u-6(h)(1))
you are a whistleblower if
(i) You possess a reasonable belief that the information you are providing relates
to a possible securities law violation (or where applicable to a possible violation of the
provisions set forth in 18 USC 1514A(a)) that has occurred is ongoing or is about to
occur and
(ii) You provide that information in a manner described in Section 21F(h)(1)(A)
of the Exchange Act (15 USC 78u-6(h)(1)(A))
The anti-retaliation protections apply whether or not you satisfy the
requirements procedures and conditions to qualify for an award
(2) Section 21F(h)(1) of the Exchange Act (15 USC 78u-6(h)(1)) including any
rules promulgated thereunder shall be enforceable in an action or proceeding brought
by the Commission
sect 24021F-3 Payment of awards
(a) Commission actions Subject to the eligibility requirements described in
sectsect24021F-2 24021F-8 and 24021F-16 of this chapter the Commission will pay an
award or awards to one or more whistleblowers who
(1) Voluntarily provide the Commission
(2) With original information
(3) That leads to the successful enforcement by the Commission of a federal
court or administrative action
(4) In which the Commission obtains monetary sanctions totaling more than
$1000000
The terms voluntarily original information leads to successful enforcement action and
monetary sanctions are defined in sect 24021F-4 of this chapter
(b) Related actions The Commission will also pay an award based on amounts
collected in certain related actions
(1) A related action is a judicial or administrative action that is brought by
(i) The Attorney General of the United States
(ii) An appropriate regulatory authority
(iii) A self-regulatory organization or
(iv) A state attorney general in a criminal case and is based on the same original
information that the whistleblower voluntarily provided to the Commission and that led
the Commission to obtain monetary sanctions totaling more than $1000000
The terms appropriate regulatory authority and self-regulatory organization are
defined in sect 24021F-4 of this chapter
(2) In order for the Commission to make an award in connection with a related
action the Commission must determine that the same original information that the
whistleblower gave to the Commission also led to the successful enforcement of the
related action under the same criteria described in these rules for awards made in
connection with Commission actions The Commission may seek assistance and
confirmation from the authority bringing the related action in making this
determination The Commission will deny an award in connection with the related
action if
(i) The Commission determines that the criteria for an award are not satisfied or
(ii) The Commission is unable to make a determination because the Office of the
Whistleblower could not obtain sufficient and reliable information that could be used as
the basis for an award determination pursuant to sect 24021F-12(a) of this chapter
Additional procedures apply to the payment of awards in related actions These
procedures are described in sectsect 24021F-11 and 24021F-14 of this chapter
(3) The Commission will not make an award to you for a related action if you
have already been granted an award by the Commodity Futures Trading Commission
(ldquoCFTCrdquo) for that same action pursuant to its whistleblower award program under
Section 23 of the Commodity Exchange Act (7 USC 26) Similarly if the CFTC has
previously denied an award to you in a related action you will be precluded from
relitigating any issues before the Commission that the CFTC resolved against you as part
of the award denial
sect 24021F-4 Other definitions
(a) Voluntary submission of information (1) Your submission of information is
made voluntarily within the meaning of sectsect 24021F-1 through 24021F-17 of this chapter
if you provide your submission before a request inquiry or demand that relates to the
subject matter of your submission is directed to you or anyone representing you (such as
an attorney)
(i) By the Commission
(ii) In connection with an investigation inspection or examination by the Public
Company Accounting Oversight Board or any self-regulatory organization or
(iii) In connection with an investigation by the Congress any other authority of
the federal government or a state Attorney General or securities regulatory authority
(2) If the Commission or any of these other authorities direct a request inquiry
or demand as described in paragraph (1) of this section to you or your representative
first your submission will not be considered voluntary and you will not be eligible for
an award even if your response is not compelled by subpoena or other applicable law
However your submission of information to the Commission will be considered
voluntary if you voluntarily provided the same information to one of the other
authorities identified above prior to receiving a request inquiry or demand from the
Commission
(3) In addition your submission will not be considered voluntary if you are
required to report your original information to the Commission as a result of a pre-
existing legal duty a contractual duty that is owed to the Commission or to one of the
other authorities set forth in paragraph (1) of this section or a duty that arises out of a
judicial or administrative order
(b) Original information (1) In order for your whistleblower submission to be
considered original information it must be
(i) Derived from your independent knowledge or independent analysis
(ii) Not already known to the Commission from any other source unless you are
the original source of the information
(iii) Not exclusively derived from an allegation made in a judicial or
administrative hearing in a governmental report hearing audit or investigation or
from the news media unless you are a source of the information and
(iv) Provided to the Commission for the first time after July 21 2010 (the date of
enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act)
(2) Independent knowledge means factual information in your possession that is
not derived from publicly available sources You may gain independent knowledge from
your experiences communications and observations in your business or social
interactions
(3) Independent analysis means your own analysis whether done alone or in
combination with others Analysis means your examination and evaluation of
information that may be publicly available but which reveals information that is not
generally known or available to the public
(4) The Commission will not consider information to be derived from your
independent knowledge or independent analysis in any of the following circumstances
(i) If you obtained the information through a communication that was subject to
the attorney-client privilege unless disclosure of that information would otherwise be
permitted by an attorney pursuant to sect 2053(d)(2) of this chapter the applicable state
attorney conduct rules or otherwise
(ii) If you obtained the information in connection with the legal representation
of a client on whose behalf you or your employer or firm are providing services and you
seek to use the information to make a whistleblower submission for your own benefit
unless disclosure would otherwise be permitted by an attorney pursuant to sect
2053(d)(2) of this chapter the applicable state attorney conduct rules or otherwise or
(iii) In circumstances not covered by paragraphs (b)(4)(i) or (b)(4)(ii) of this
section if you obtained the information because you were
(A) An officer director trustee or partner of an entity and another person
informed you of allegations of misconduct or you learned the information in connection
with the entityrsquos processes for identifying reporting and addressing possible violations
of law
(B) An employee whose principal duties involve compliance or internal audit
responsibilities or you were employed by or otherwise associated with a firm retained to
perform compliance or internal audit functions for an entity
(C) Employed by or otherwise associated with a firm retained to conduct an
inquiry or investigation into possible violations of law or
(D) An employee of or other person associated with a public accounting firm
if you obtained the information through the performance of an engagement required of
an independent public accountant under the federal securities laws (other than an audit
subject to sect24021F-8(c)(4) of this chapter) and that information related to a violation
by the engagement client or the clientrsquos directors officers or other employees
(iv) If you obtained the information by a means or in a manner that is
determined by a United States court to violate applicable federal or state criminal law
or
(v) Exceptions Paragraph (b)(4)(iii) of this section shall not apply if
(A) You have a reasonable basis to believe that disclosure of the information to
the Commission is necessary to prevent the relevant entity from engaging in conduct
that is likely to cause substantial injury to the financial interest or property of the entity
or investors
(B) You have a reasonable basis to believe that the relevant entity is engaging in
conduct that will impede an investigation of the misconduct or
(C) At least 120 days have elapsed since you provided the information to the
relevant entityrsquos audit committee chief legal officer chief compliance officer (or their
equivalents) or your supervisor or since you received the information if you received it
under circumstances indicating that the entityrsquos audit committee chief legal officer
chief compliance officer (or their equivalents) or your supervisor was already aware of
the information
(vi) If you obtained the information from a person who is subject to this section
unless the information is not excluded from that personrsquos use pursuant to this section
or you are providing the Commission with information about possible violations
involving that person
(5) The Commission will consider you to be an original source of the same
information that we obtain from another source if the information satisfies the
definition of original information and the other source obtained the information from
you or your representative In order to be considered an original source of information
that the Commission receives from Congress any other authority of the federal
government a state Attorney General or securities regulatory authority any self-
regulatory organization or the Public Company Accounting Oversight Board you must
have voluntarily given such authorities the information within the meaning of these
rules You must establish your status as the original source of information to the
Commissionrsquos satisfaction In determining whether you are the original source of
information the Commission may seek assistance and confirmation from one of the
other authorities described above or from another entity (including your employer) in
the event that you claim to be the original source of information that an authority or
another entity provided to the Commission
(6) If the Commission already knows some information about a matter from
other sources at the time you make your submission and you are not an original source
of that information under paragraph (b)(5) of this section the Commission will consider
you an original source of any information you provide that is derived from your
independent knowledge or analysis and that materially adds to the information that the
Commission already possesses
(7) If you provide information to the Congress any other authority of the federal
government a state Attorney General or securities regulatory authority any self-
regulatory organization or the Public Company Accounting Oversight Board or to an
entityrsquos internal whistleblower legal or compliance procedures for reporting allegations
of possible violations of law and you within 120 days submit the same information to
the Commission pursuant to sect 24021F-9 of this chapter as you must do in order for you
to be eligible to be considered for an award then for purposes of evaluating your claim
to an award under sectsect 24021F-10 and 24021F-11 of this chapter the Commission will
consider that you provided information as of the date of your original disclosure report
or submission to one of these other authorities or persons You must establish the
effective date of any prior disclosure report or submission to the Commissionrsquos
satisfaction The Commission may seek assistance and confirmation from the other
authority or person in making this determination
(c) Information that leads to successful enforcement The Commission will
consider that you provided original information that led to the successful enforcement
of a judicial or administrative action in any of the following circumstances
(1) You gave the Commission original information that was sufficiently specific
credible and timely to cause the staff to commence an examination open an
investigation reopen an investigation that the Commission had closed or to inquire
concerning different conduct as part of a current examination or investigation and the
Commission brought a successful judicial or administrative action based in whole or in
part on conduct that was the subject of your original information or
(2) You gave the Commission original information about conduct that was
already under examination or investigation by the Commission the Congress any other
authority of the federal government a state Attorney General or securities regulatory
authority any self-regulatory organization or the PCAOB (except in cases where you
were an original source of this information as defined in paragraph (b)(4) of this
section) and your submission significantly contributed to the success of the action
(3) You reported original information through an entityrsquos internal whistleblower
legal or compliance procedures for reporting allegations of possible violations of law
before or at the same time you reported them to the Commission the entity later
provided your information to the Commission or provided results of an audit or
investigation initiated in whole or in part in response to information you reported to the
entity and the information the entity provided to the Commission satisfies either
paragraph (c)(1) or (c)(2) of this section Under this paragraph (c)(3) you must also
submit the same information to the Commission in accordance with the procedures set
forth in sect24021F-9 within 120 days of providing it to the entity
(d) An action generally means a single captioned judicial or administrative
proceeding brought by the Commission Notwithstanding the foregoing
(1) For purposes of making an award under sect 24021F-10 of this chapter the
Commission will treat as a Commission action two or more administrative or judicial
proceedings brought by the Commission if these proceedings arise out of the same
nucleus of operative facts or
(2) For purposes of determining the payment on an award under sect 24021F-14 of
this chapter the Commission will deem as part of the Commission action upon which
the award was based any subsequent Commission proceeding that individually results
in a monetary sanction of $1000000 or less and that arises out of the same nucleus of
operative facts
(e) Monetary sanctions means any money including penalties disgorgement
and interest ordered to be paid and any money deposited into a disgorgement fund or
other fund pursuant to Section 308(b) of the Sarbanes-Oxley Act of 2002 (15 USC
7246(b)) as a result of a Commission action or a related action
(f) Appropriate regulatory agency means the Commission the Comptroller of the
Currency the Board of Governors of the Federal Reserve System the Federal Deposit
Insurance Corporation the Office of Thrift Supervision and any other agencies that may
be defined as appropriate regulatory agencies under Section 3(a)(34) of the Exchange
Act (15 USC 78c(a)(34))
(g) Appropriate regulatory authority means an appropriate regulatory agency
other than the Commission
(h) Self-regulatory organization means any national securities exchange
registered securities association registered clearing agency the Municipal Securities
Rulemaking Board and any other organizations that may be defined as self-regulatory
organizations under Section 3(a)(26) of the Exchange Act (15 USC 78c(a)(26))
sect 24021F-5 Amount of award
(a) The determination of the amount of an award is in the discretion of the
Commission
(b) If all of the conditions are met for a whistleblower award in connection with a
Commission action or a related action the Commission will then decide the percentage
amount of the award applying the criteria set forth in sect 24021F-6 of this chapter and
pursuant to the procedures set forth in sectsect 24021F-10 and 24021F-11 of this chapter
The amount will be at least 10 percent and no more than 30 percent of the monetary
sanctions that the Commission and the other authorities are able to collect The
percentage awarded in connection with a Commission action may differ from the
percentage awarded in connection with a related action
(c) If the Commission makes awards to more than one whistleblower in
connection with the same action or related action the Commission will determine an
individual percentage award for each whistleblower but in no event will the total
amount awarded to all whistleblowers in the aggregate be less than 10 percent or greater
than 30 percent of the amount the Commission or the other authorities collect
sect 24021F-6 Criteria for determining amount of award
In exercising its discretion to determine the appropriate award percentage the
Commission may consider the following factors in relation to the unique facts and
circumstances of each case and may increase or decrease the award percentage based
on its analysis of these factors In the event that awards are determined for multiple
whistleblowers in connection an action these factors will be used to determine the
relative allocation of awards among the whistleblowers
(a) Factors that may increase the amount of a whistleblowerrsquos award In
determining whether to increase the amount of an award the Commission will consider
the following factors which are not listed in order of importance
(1) Significance of the information provided by the whistleblower The
Commission will assess the significance of the information provided by a whistleblower
to the success of the Commission action or related action In considering this factor the
Commission may take into account among other things
(i) The nature of the information provided by the whistleblower and how it
related to the successful enforcement action including whether the reliability and
completeness of the information provided to the Commission by the whistleblower
resulted in the conservation of Commission resources
(ii) The degree to which the information provided by the whistleblower
supported one or more successful claims brought in the Commission or related action
(2) Assistance provided by the whistleblower The Commission will assess the
degree of assistance provided by the whistleblower and any legal representative of the
whistleblower in the Commission action or related action In considering this factor the
Commission may take into account among other things
(i) Whether the whistleblower provided ongoing extensive and timely
cooperation and assistance by for example helping to explain complex transactions
interpreting key evidence or identifying new and productive lines of inquiry
(ii) The timeliness of the whistleblowerrsquos initial report to the Commission or to
an internal compliance or reporting system of business organizations committing or
impacted by the securities violations where appropriate
(iii) The resources conserved as a result of the whistleblowerrsquos assistance
(iv) Whether the whistleblower appropriately encouraged or authorized others to
assist the staff of the Commission who might otherwise not have participated in the
investigation or related action
(v) The efforts undertaken by the whistleblower to remediate the harm caused by
the violations including assisting the authorities in the recovery of the fruits and
instrumentalities of the violations and
(vi) Any unique hardships experienced by the whistleblower as a result of his or
her reporting and assisting in the enforcement action
(3) Law enforcement interest The Commission will assess its programmatic
interest in deterring violations of the securities laws by making awards to
whistleblowers who provide information that leads to the successful enforcement of
such laws In considering this factor the Commission may take into account among
other things
(i) The degree to which an award enhances the Commissionrsquos ability to enforce
the federal securities laws and protect investors and
(ii) The degree to which an award encourages the submission of high quality
information from whistleblowers by appropriately rewarding whistleblowersrsquo
submission of significant information and assistance even in cases where the monetary
sanctions available for collection are limited or potential monetary sanctions were
reduced or eliminated by the Commission because an entity self-reported a securities
violation following the whistleblowerrsquos related internal disclosure report or
submission
(iii) Whether the subject matter of the action is a Commission priority whether
the reported misconduct involves regulated entities or fiduciaries whether the
whistleblower exposed an industry-wide practice the type and severity of the securities
violations the age and duration of misconduct the number of violations and the
isolated repetitive or ongoing nature of the violations and
(iv) The dangers to investors or others presented by the underlying violations
involved in the enforcement action including the amount of harm or potential harm
caused by the underlying violations the type of harm resulting from or threatened by
the underlying violations and the number of individuals or entities harmed
(4) Participation in internal compliance systems The Commission will assess
whether and the extent to which the whistleblower and any legal representative of the
whistleblower participated in internal compliance systems In considering this factor
the Commission may take into account among other things
(i) Whether and the extent to which a whistleblower reported the possible
securities violations through internal whistleblower legal or compliance procedures
before or at the same time as reporting them to the Commission and
(ii) Whether and the extent to which a whistleblower assisted any internal
investigation or inquiry concerning the reported securities violations
(b) Factors that may decrease the amount of a whistleblowerrsquos award In
determining whether to decrease the amount of an award the Commission will consider
the following factors which are not listed in order of importance
(1) Culpability The Commission will assess the culpability or involvement of the
whistleblower in matters associated with the Commissionrsquos action or related actions In
considering this factor the Commission may take into account among other things
(i) The whistleblowerrsquos role in the securities violations
(ii) The whistleblowerrsquos education training experience and position of
responsibility at the time the violations occurred
(iii) Whether the whistleblower acted with scienter both generally and in
relation to others who participated in the violations
(iv) Whether the whistleblower financially benefitted from the violations
(v) Whether the whistleblower is a recidivist
(vi) The egregiousness of the underlying fraud committed by the whistleblower
and
(vii) Whether the whistleblower knowingly interfered with the Commissionrsquos
investigation of the violations or related enforcement actions
(2) Unreasonable reporting delay The Commission will assess whether the
whistleblower unreasonably delayed reporting the securities violations In considering
this factor the Commission may take into account among other things
(i) Whether the whistleblower was aware of the relevant facts but failed to take
reasonable steps to report or prevent the violations from occurring or continuing
(ii) Whether the whistleblower was aware of the relevant facts but only reported
them after learning about a related inquiry investigation or enforcement action and
(iii) Whether there was a legitimate reason for the whistleblower to delay
reporting the violations
(3) Interference with internal compliance and reporting systems The
Commission will assess in cases where the whistleblower interacted with his or her
entityrsquos internal compliance or reporting system whether the whistleblower
undermined the integrity of such system In considering this factor the Commission
will take into account whether there is evidence provided to the Commission that the
whistleblower knowingly
(i) Interfered with an entityrsquos established legal compliance or audit procedures
to prevent or delay detection of the reported securities violation
(ii) Made any material false fictitious or fraudulent statements or
representations that hindered an entityrsquos efforts to detect investigate or remediate the
reported securities violations and
(iii) Provided any false writing or document knowing the writing or document
contained any false fictitious or fraudulent statements or entries that hindered an
entityrsquos efforts to detect investigate or remediate the reported securities violations
sect 24021F-7 Confidentiality of submissions
(a) Section 21F(h)(2) of the Exchange Act (15 USC 78u-6(h)(2)) requires that
the Commission not disclose information that could reasonably be expected to reveal
the identity of a whistleblower except that the Commission may disclose such
information in the following circumstances
(1) When disclosure is required to a defendant or respondent in connection with
a federal court or administrative action that the Commission files or in another public
action or proceeding that is filed by an authority to which we provide the information as
described below
(2) When the Commission determines that it is necessary to accomplish the
purposes of the Exchange Act (15 USC 78a) and to protect investors it may provide
your information to the Department of Justice an appropriate regulatory authority a
self regulatory organization a state attorney general in connection with a criminal
investigation any appropriate state regulatory authority the Public Company
Accounting Oversight Board or foreign securities and law enforcement authorities
Each of these entities other than foreign securities and law enforcement authorities is
subject to the confidentiality requirements set forth in Section 21F(h) of the Exchange
Act (15 USC 78u-6(h)) The Commission will determine what assurances of
confidentiality it deems appropriate in providing such information to foreign securities
and law enforcement authorities
(3) The Commission may make disclosures in accordance with the Privacy Act of
1974 (5 USC 552a)
(b) You may submit information to the Commission anonymously If you do so
however you must also do the following
(1) You must have an attorney represent you in connection with both your
submission of information and your claim for an award and your attorneyrsquos name and
contact information must be provided to the Commission at the time you submit your
information
(2) You and your attorney must follow the procedures set forth in sect 24021F-9 of
this chapter for submitting original information anonymously and
(3) Before the Commission will pay any award to you you must disclose your
identity to the Commission and your identity must be verified by the Commission as set
forth in sect 24021F-10 of this chapter
sect 24021F-8 Eligibility
(a) To be eligible for a whistleblower award you must give the Commission
information in the form and manner that the Commission requires The procedures for
submitting information and making a claim for an award are described in sect 24021F-9
through sect 24021F-11 of this chapter You should read these procedures carefully
because you need to follow them in order to be eligible for an award except that the
Commission may in its sole discretion waive any of these procedures based upon a
showing of extraordinary circumstances
(b) In addition to any forms required by these rules the Commission may also
require that you provide certain additional information You may be required to
(1) Provide explanations and other assistance in order that the staff may evaluate
and use the information that you submitted
(2) Provide all additional information in your possession that is related to the
subject matter of your submission in a complete and truthful manner through follow-up
meetings or in other forms that our staff may agree to
(3) Provide testimony or other evidence acceptable to the staff relating to
whether you are eligible or otherwise satisfy any of the conditions for an award and
(4) Enter into a confidentiality agreement in a form acceptable to the Office of
the Whistleblower covering any non-public information that the Commission provides
to you and including a provision that a violation of the agreement may lead to your
ineligibility to receive an award
(c) You are not eligible to be considered for an award if you do not satisfy the
requirements of paragraphs (a) and (b) of this section In addition you are not eligible
if
(1) You are or were at the time you acquired the original information provided to
the Commission a member officer or employee of the Commission the Department of
Justice an appropriate regulatory agency a self-regulatory organization the Public
Company Accounting Oversight Board or any law enforcement organization
(2) You are or were at the time you acquired the original information provided
to the Commission a member officer or employee of a foreign government any
political subdivision department agency or instrumentality of a foreign government or
any other foreign financial regulatory authority as that term is defined in Section
3(a)(52) of the Exchange Act (15 USC 78c(a)(52))
(3) You are convicted of a criminal violation that is related to the Commission
action or to a related action (as defined in sect 24021F-4 of this chapter) for which you
otherwise could receive an award
(4) You obtained the original information that you gave the Commission through
an audit of a companyrsquos financial statements and making a whistleblower submission
would be contrary to requirements of Section 10A of the Exchange Act (15 USC 78j-a)
(5) You are the spouse parent child or sibling of a member or employee of the
Commission or you reside in the same household as a member or employee of the
Commission
(6) You acquired the original information you gave the Commission from a
person
(i) Who is subject to paragraph (c)(4) of this section unless the information is
not excluded from that personrsquos use or you are providing the Commission with
information about possible violations involving that person or
(ii) With the intent to evade any provision of these rules or
(7) In your whistleblower submission your other dealings with the Commission
or your dealings with another authority in connection with a related action you
knowingly and willfully make any false fictitious or fraudulent statement or
representation or use any false writing or document knowing that it contains any false
fictitious or fraudulent statement or entry with intent to mislead or otherwise hinder
the Commission or another authority
sect 24021F-9 Procedures for submitting original information
(a) To be considered a whistleblower under Section 21F of the Exchange Act (15
USC 78u-6(h)) you must submit your information about a possible securities law
violation by either of these methods
(1) Online through the Commissionrsquos website located at wwwsecgov or
(2) By mailing or faxing a Form TCR (Tip Complaint or Referral) (referenced in
sect 2491800 of this chapter) to the SEC Office of the Whistleblower 100 F Street NE
Washington DC 20549-5631 Fax (703) 813-9322
(b) Further to be eligible for an award you must declare under penalty of perjury
at the time you submit your information pursuant to paragraph (a)(1) or (2) of this
section that your information is true and correct to the best of your knowledge and
belief
(c) Notwithstanding paragraphs (a) and (b) of this section if you are providing
your original information to the Commission anonymously then your attorney must
submit your information on your behalf pursuant to the procedures specified in
paragraph (a) of this section Prior to your attorneys submission you must provide
your attorney with a completed Form TCR (referenced in sect2491800 of this chapter)
that you have signed under penalty of perjury When your attorney makes her
submission on your behalf your attorney will be required to certify that he or she
(1) Has verified your identity
(2) Has reviewed your completed and signed Form TCR (referenced in sect2491800
of this chapter) for completeness and accuracy and that the information contained
therein is true correct and complete to the best of the attorneys knowledge
information and belief
(3) Has obtained your non-waivable consent to provide the Commission with
your original completed and signed Form TCR (referenced in sect2491800 of this chapter)
in the event that the Commission requests it due to concerns that you may have
knowingly and willfully made false fictitious or fraudulent statements or
representations or used any false writing or document knowing that the writing or
document contains any false fictitious or fraudulent statement or entry and
(4) Consents to be legally obligated to provide the signed Form TCR (referenced
in sect2491800 of this chapter) within seven (7) calendar days of receiving such request
from the Commission
(d) If you submitted original information in writing to the Commission after July
21 2010 (the date of enactment of the Dodd-Frank Wall Street Reform and Consumer
Protection Act) but before the effective date of these rules your submission will be
deemed to satisfy the requirements set forth in paragraphs (a) and (b) of this section If
you were an anonymous whistleblower however you must provide your attorney with a
completed and signed copy of Form TCR (referenced in sect2491800 of this chapter)
within 60 days of the effective date of these rules your attorney must retain the signed
form in his or her records and you must provide of copy of the signed form to the
Commission staff upon request by Commission staff prior to any payment of an award
to you in connection with your submission Notwithstanding the foregoing you must
follow the procedures and conditions for making a claim for a whistleblower award
described in sectsect 24021F-10 and 24021F-11 of this chapter
sect 24021F-10 Procedures for making a claim for a whistleblower
award in SEC actions that result in monetary sanctions in excess of
$1000000
(a) Whenever a Commission action results in monetary sanctions totaling more
than $1000000 the Office of the Whistleblower will cause to be published on the
Commissionrsquos website a ldquoNotice of Covered Actionrdquo Such Notice will be published
subsequent to the entry of a final judgment or order that alone or collectively with other
judgments or orders previously entered in the Commission action exceeds $1000000
or in the absence of such judgment or order subsequent to the deposit of monetary
sanctions exceeding $1000000 into a disgorgement or other fund pursuant to Section
308(b) of the Sarbanes-Oxley Act of 2002 A claimant will have ninety (90) days from
the date of the Notice of Covered Action to file a claim for an award based on that action
or the claim will be barred
(b) To file a claim for a whistleblower award you must file Form WB-APP
Application for Award for Original Information Provided Pursuant to Section 21F of
the Securities Exchange Act of 1934 (referenced in sect 2491801 of this chapter) You
must sign this form as the claimant and submit it to the Office of the Whistleblower by
mail or fax All claim forms including any attachments must be received by the Office
of the Whistleblower within ninety (90) calendar days of the date of the Notice of
Covered Action in order to be considered for an award
(c) If you provided your original information to the Commission anonymously
you must disclose your identity on the Form WB-APP (referenced in sect 2491801 of this
chapter) and your identity must be verified in a form and manner that is acceptable to
the Office of the Whistleblower prior to the payment of any award
(d) Once the time for filing any appeals of the Commissionrsquos judicial or
administrative action has expired or where an appeal has been filed after all appeals in
the action have been concluded the staff designated by the Director of the Division of
Enforcement (ldquoClaims Review Staffrdquo) will evaluate all timely whistleblower award claims
submitted on Form WB-APP (referenced in sect 2491801 of this chapter) in accordance
with the criteria set forth in these rules In connection with this process the Office of
the Whistleblower may require that you provide additional information relating to your
eligibility for an award or satisfaction of any of the conditions for an award as set forth
in sect 24021F-(8)(b) of this chapter Following that evaluation the Office of the
Whistleblower will send you a Preliminary Determination setting forth a preliminary
assessment as to whether the claim should be allowed or denied and if allowed setting
forth the proposed award percentage amount
(e) You may contest the Preliminary Determination made by the Claims Review
Staff by submitting a written response to the Office of the Whistleblower setting forth
the grounds for your objection to either the denial of an award or the proposed amount
of an award The response must be in the form and manner that the Office of the
Whistleblower shall require You may also include documentation or other evidentiary
support for the grounds advanced in your response
(1) Before determining whether to contest a Preliminary Determination you
may
(i) Within thirty (30) days of the date of the Preliminary Determination request
that the Office of the Whistleblower make available for your review the materials from
among those set forth in sect 24021F-12(a) of this chapter that formed the basis of the
Claims Review Staffrsquos Preliminary Determination
(ii) Within thirty (30) calendar days of the date of the Preliminary
Determination request a meeting with the Office of the Whistleblower however such
meetings are not required and the office may in its sole discretion decline the request
(2) If you decide to contest the Preliminary Determination you must submit
your written response and supporting materials within sixty (60) calendar days of the
date of the Preliminary Determination or if a request to review materials is made
pursuant to paragraph (e)(1) of this section then within sixty (60) calendar days of the
Office of the Whistleblower making those materials available for your review
(f) If you fail to submit a timely response pursuant to paragraph (e) of this
section then the Preliminary Determination will become the Final Order of the
Commission (except where the Preliminary Determination recommended an award in
which case the Preliminary Determination will be deemed a Proposed Final
Determination for purposes of paragraph (h) of this section) Your failure to submit a
timely response contesting a Preliminary Determination will constitute a failure to
exhaust administrative remedies and you will be prohibited from pursuing an appeal
pursuant to sect 24021F-13 of this chapter
(g) If you submit a timely response pursuant to paragraph (e) of this section
then the Claims Review Staff will consider the issues and grounds advanced in your
response along with any supporting documentation you provided and will make its
Proposed Final Determination
(h) The Office of the Whistleblower will then notify the Commission of each
Proposed Final Determination Within thirty 30 days thereafter any Commissioner
may request that the Proposed Final Determination be reviewed by the Commission If
no Commissioner requests such a review within the 30-day period then the Proposed
Final Determination will become the Final Order of the Commission In the event a
Commissioner requests a review the Commission will review the record that the staff
relied upon in making its determinations including your previous submissions to the
Office of the Whistleblower and issue its Final Order
(i) The Office of the Whistleblower will provide you with the Final Order of the
Commission
sect 24021F-11 Procedures for determining awards based upon a related
action (a) If you are eligible to receive an award following a Commission action
that results in monetary sanctions totaling more than $1000000 you also may be
eligible to receive an award based on the monetary sanctions that are collected from a
related action (as defined in sect 24021F-3 of this chapter)
(b) You must also use Form WB-APP (referenced in sect 2491801 of this chapter)
to submit a claim for an award in a related action You must sign this form as the
claimant and submit it to the Office of the Whistleblower by mail or fax as follows
(1) If a final order imposing monetary sanctions has been entered in a related
action at the time you submit your claim for an award in connection with a Commission
action you must submit your claim for an award in that related action on the same
Form WB-APP (referenced in sect 2491801 of this chapter) that you use for the
Commission action
(2) If a final order imposing monetary sanctions in a related action has not been
entered at the time you submit your claim for an award in connection with a
Commission action you must submit your claim on Form WB-APP (referenced in sect
2491801 of this chapter) within ninety (90) days of the issuance of a final order
imposing sanctions in the related action
(c) The Office of the Whistleblower may request additional information from you
in connection with your claim for an award in a related action to demonstrate that you
directly (or through the Commission) voluntarily provided the governmental agency
regulatory authority or self-regulatory organization the same original information that
led to the Commissionrsquos successful covered action and that this information led to the
successful enforcement of the related action The Office of the Whistleblower may in its
discretion seek assistance and confirmation from the other agency in making this
determination
(d) Once the time for filing any appeals of the final judgment or order in a related
action has expired or if an appeal has been filed after all appeals in the action have
been concluded the Claims Review Staff will evaluate all timely whistleblower award
claims submitted on Form WB-APP (referenced in sect 2491801 of this chapter) in
connection with the related action The evaluation will be undertaken pursuant to the
criteria set forth in these rules In connection with this process the Office of the
Whistleblower may require that you provide additional information relating to your
eligibility for an award or satisfaction of any of the conditions for an award as set forth
in sect 24021F-(8)(b) of this chapter Following this evaluation the Office of the
Whistleblower will send you a Preliminary Determination setting forth a preliminary
assessment as to whether the claim should be allowed or denied and if allowed setting
forth the proposed award percentage amount
(e) You may contest the Preliminary Determination made by the Claims Review
Staff by submitting a written response to the Office of the Whistleblower setting forth
the grounds for your objection to either the denial of an award or the proposed amount
of an award The response must be in the form and manner that the Office of the
Whistleblower shall require You may also include documentation or other evidentiary
support for the grounds advanced in your response
(1) Before determining whether to contest a Preliminary Determination you
may
(i) Within thirty (30) days of the date of the Preliminary Determination request
that the Office of the Whistleblower make available for your review the materials from
among those set forth in sect 24021F-12(a) of this chapter that formed the basis of the
Claims Review Staffrsquos Preliminary Determination
(ii) Within thirty (30) days of the date of the Preliminary Determination request
a meeting with the Office of the Whistleblower however such meetings are not required
and the office may in its sole discretion decline the request
(2) If you decide to contest the Preliminary Determination you must submit
your written response and supporting materials within sixty (60) calendar days of the
date of the Preliminary Determination or if a request to review materials is made
pursuant to paragraph (e)(1)(i) of this section then within sixty (60) calendar days of
the Office of the Whistleblower making those materials available for your review
(f) If you fail to submit a timely response pursuant to paragraph (e) of this
section then the Preliminary Determination will become the Final Order of the
Commission (except where the Preliminary Determination recommended an award in
which case the Preliminary Determination will be deemed a Proposed Final
Determination for purposes of paragraph (h) of this section) Your failure to submit a
timely response contesting a Preliminary Determination will constitute a failure to
exhaust administrative remedies and you will be prohibited from pursuing an appeal
pursuant to sect 24021F-13 of this chapter
(g) If you submit a timely response pursuant to paragraph (e) of this section
then the Claims Review Staff will consider the issues and grounds that you advanced in
your response along with any supporting documentation you provided and will make
its Proposed Final Determination
(h) The Office of the Whistleblower will notify the Commission of each Proposed
Final Determination Within thirty 30 days thereafter any Commissioner may request
that the Proposed Final Determination be reviewed by the Commission If no
Commissioner requests such a review within the 30-day period then the Proposed Final
Determination will become the Final Order of the Commission In the event a
Commissioner requests a review the Commission will review the record that the staff
relied upon in making its determinations including your previous submissions to the
Office of the Whistleblower and issue its Final Order
(i) The Office of the Whistleblower will provide you with the Final Order of the
Commission
sect 24021F-12 Materials that may form the basis of an award determination
and that may comprise the record on appeal
(a) The following items constitute the materials that the Commission and the
Claims Review Staff may rely upon to make an award determination pursuant to sectsect
24021F-10 and 24021F-11 of this chapter
(1) Any publicly available materials from the covered action or related action
including
(i) The complaint notice of hearing answers and any amendments thereto
(ii) The final judgment consent order or final administrative order
(iii) Any transcripts of the proceedings including any exhibits
(iv) Any items that appear on the docket and
(v) Any appellate decisions or orders
(2) The whistleblowerrsquos Form TCR (referenced in sect2491800 of this chapter)
including attachments and other related materials provided by the whistleblower to
assist the Commission with the investigation or examination
(3) The whistleblowerrsquos Form WB-APP (referenced in sect2491800 of this chapter)
including attachments and any other filings or submissions from the whistleblower in
support of the award application
(4) Sworn declarations (including attachments) from the Commission staff
regarding any matters relevant to the award determination
(5) With respect to an award claim involving a related action any statements or
other information that the entity provides or identifies in connection with an award
determination provided the entity has authorized the Commission to share the
information with the claimant (Neither the Commission nor the Claims Review Staff
may rely upon information that the entity has not authorized the Commission to share
with the claimant) and
(6) Any other documents or materials including sworn declarations from third-
parties that are received or obtained by the Office of the Whistleblower to assist the
Commission resolve the claimantrsquos award application including information related to
the claimantrsquos eligibility (Neither the Commission nor the Claims Review Staff may rely
upon information that the entity has not authorized the Commission to share with the
claimant)
(b) These rules do not entitle claimants to obtain from the Commission any
materials (including any pre-decisional or internal deliberative process materials that
are prepared exclusively to assist the Commission in deciding the claim) other than
those listed in paragraph (a) of this section Moreover the Office of the Whistleblower
may make redactions as necessary to comply with any statutory restrictions to protect
the Commissionrsquos law enforcement and regulatory functions and to comply with
requests for confidential treatment from other law enforcement and regulatory
authorities The Office of the Whistleblower may also require you to sign a
confidentiality agreement as set forth in sect 24021F-(8)(b)(4) of this chapter before
providing these materials
sect 24021F-13 Appeals
(a) Section 21F of the Exchange Act (15 USC 78u-6) commits determinations of
whether to whom and in what amount to make awards to the Commissionrsquos discretion
A determination of whether or to whom to make an award may be appealed within 30
days after the Commission issues its final decision to the United States Court of Appeals
for the District of Columbia Circuit or to the circuit where the aggrieved person resides
or has his principal place of business Where the Commission makes an award based on
the factors set forth in sect 24021F-6 of this chapter of not less than 10 percent and not
more than 30 percent of the monetary sanctions collected in the Commission or related
action the Commissionrsquos determination regarding the amount of an award (including
the allocation of an award as between multiple whistleblowers and any factual findings
legal conclusions policy judgments or discretionary assessments involving the
Commissionrsquos consideration of the factors in sect 24021F-6 of this chapter) is not
appealable
(b) The record on appeal shall consist of the Preliminary Determination the
Final Order of the Commission and any other items from those set forth in sect 24021F-
12(a) of this chapter that either the claimant or the Commission identifies for inclusion
in the record The record on appeal shall not include any pre-decisional or internal
deliberative process materials that are prepared exclusively to assist the Commission in
deciding the claim (including the staffs Draft Final Determination in the event that the
Commissioners reviewed the claim and issued the Final Order)
sect 24021F- 14 Procedures applicable to the payment of awards
(a) Any award made pursuant to these rules will be paid from the Securities and
Exchange Commission Investor Protection Fund (the ldquoFundrdquo)
(b) A recipient of a whistleblower award is entitled to payment on the award only
to the extent that a monetary sanction is collected in the Commission action or in a
related action upon which the award is based
(c) Payment of a whistleblower award for a monetary sanction collected in a
Commission action or related action shall be made following the later of
(1) The date on which the monetary sanction is collected or
(2) The completion of the appeals process for all whistleblower award claims
arising from
(i) The Notice of Covered Action in the case of any payment of an award for a
monetary sanction collected in a Commission action or
(ii) The related action in the case of any payment of an award for a monetary
sanction collected in a related action
(d) If there are insufficient amounts available in the Fund to pay the entire
amount of an award payment within a reasonable period of time from the time for
payment specified by paragraph (c) of this section then subject to the following terms
the balance of the payment shall be paid when amounts become available in the Fund
as follows
(1) Where multiple whistleblowers are owed payments from the Fund based on
awards that do not arise from the same Notice of Covered Action (or related action)
priority in making these payments will be determined based upon the date that the
collections for which the whistleblowers are owed payments occurred If two or more of
these collections occur on the same date those whistleblowers owed payments based on
these collections will be paid on a pro rata basis until sufficient amounts become
available in the Fund to pay their entire payments
(2) Where multiple whistleblowers are owed payments from the Fund based on
awards that arise from the same Notice of Covered Action (or related action) they will
share the same payment priority and will be paid on a pro rata basis until sufficient
amounts become available in the Fund to pay their entire payments
sect 24021F-15 No amnesty
The Securities Whistleblower Incentives and Protection provisions do not provide
amnesty to individuals who provide information to the Commission The fact that you
may become a whistleblower and assist in Commission investigations and enforcement
actions does not preclude the Commission from bringing an action against you based
upon your own conduct in connection with violations of the federal securities laws If
such an action is determined to be appropriate however the Commission will take your
cooperation into consideration in accordance with its Policy Statement Concerning
Cooperation by Individuals in Investigations and Related Enforcement Actions (17 CFR
sect 20212)
sect 24021F-16 Awards to whistleblowers who engage in culpable conduct
In determining whether the required $1000000 threshold has been satisfied
(this threshold is further explained in sect 24021F-10 of this chapter) for purposes of
making any award the Commission will not take into account any monetary sanctions
that the whistleblower is ordered to pay or that are ordered against any entity whose
liability is based substantially on conduct that the whistleblower directed planned or
initiated Similarly if the Commission determines that a whistleblower is eligible for an
award any amounts that the whistleblower or such an entity pay in sanctions as a result
of the action or related actions will not be included within the calculation of the amounts
collected for purposes of making payments
sect 24021F-17 Staff communications with individuals reporting possible
securities law violations
(a) No person may take any action to impede an individual from communicating
directly with the Commission staff about a possible securities law violation including
enforcing or threatening to enforce a confidentiality agreement (other than agreements
dealing with information covered by sect 24021F-4(b)(4)(i) and sect 24021F-4(b)(4)(ii) of
this chapter related to the legal representation of a client) with respect to such
communications
(b) If you are a director officer member agent or employee of an entity that has
counsel and you have initiated communication with the Commission relating to a
possible securities law violation the staff is authorized to communicate directly with you
regarding the possible securities law violation without seeking the consent of the entityrsquos
counsel
sect 24021F-1 General
Section 21F of the Securities Exchange Act of 1934 (ldquoExchange Actrdquo) (15 USC
78u-6) entitled ldquoSecurities Whistleblower Incentives and Protectionrdquo requires the
Securities and Exchange Commission (ldquoCommissionrdquo) to pay awards subject to certain
limitations and conditions to whistleblowers who provide the Commission with original
information about violations of the federal securities laws These rules describe the
whistleblower program that the Commission has established to implement the
provisions of Section 21F and explain the procedures you will need to follow in order to
be eligible for an award You should read these procedures carefully because the failure
to take certain required steps within the time frames described in these rules may
disqualify you from receiving an award for which you otherwise may be eligible Unless
expressly provided for in these rules no person is authorized to make any offer or
promise or otherwise to bind the Commission with respect to the payment of any award
or the amount thereof The Securities and Exchange Commissionrsquos Office of the
Whistleblower administers our whistleblower program Questions about the program or
these rules should be directed to the SEC Office of the Whistleblower 100 F Street NE
Washington DC 20549-5631
sect 24021F-2 Whistleblower status and retaliation protection
(a) Definition of a whistleblower (1) You are a whistleblower if alone or jointly
with others you provide the Commission with information pursuant to the procedures
set forth in sect 24021F-9(a) of this chapter and the information relates to a possible
violation of the federal securities laws (including any rules or regulations thereunder)
that has occurred is ongoing or is about to occur A whistleblower must be an
individual A company or another entity is not eligible to be a whistleblower
(2) To be eligible for an award you must submit original information to the
Commission in accordance with the procedures and conditions described in sectsect24021F-
4 24021F-8 and 24021F-9 of this chapter
(b) Prohibition against retaliation (1) For purposes of the anti-retaliation
protections afforded by Section 21F(h)(1) of the Exchange Act (15 USC 78u-6(h)(1))
you are a whistleblower if
(i) You possess a reasonable belief that the information you are providing relates
to a possible securities law violation (or where applicable to a possible violation of the
provisions set forth in 18 USC 1514A(a)) that has occurred is ongoing or is about to
occur and
(ii) You provide that information in a manner described in Section 21F(h)(1)(A)
of the Exchange Act (15 USC 78u-6(h)(1)(A))
The anti-retaliation protections apply whether or not you satisfy the
requirements procedures and conditions to qualify for an award
(2) Section 21F(h)(1) of the Exchange Act (15 USC 78u-6(h)(1)) including any
rules promulgated thereunder shall be enforceable in an action or proceeding brought
by the Commission
sect 24021F-3 Payment of awards
(a) Commission actions Subject to the eligibility requirements described in
sectsect24021F-2 24021F-8 and 24021F-16 of this chapter the Commission will pay an
award or awards to one or more whistleblowers who
(1) Voluntarily provide the Commission
(2) With original information
(3) That leads to the successful enforcement by the Commission of a federal
court or administrative action
(4) In which the Commission obtains monetary sanctions totaling more than
$1000000
The terms voluntarily original information leads to successful enforcement action and
monetary sanctions are defined in sect 24021F-4 of this chapter
(b) Related actions The Commission will also pay an award based on amounts
collected in certain related actions
(1) A related action is a judicial or administrative action that is brought by
(i) The Attorney General of the United States
(ii) An appropriate regulatory authority
(iii) A self-regulatory organization or
(iv) A state attorney general in a criminal case and is based on the same original
information that the whistleblower voluntarily provided to the Commission and that led
the Commission to obtain monetary sanctions totaling more than $1000000
The terms appropriate regulatory authority and self-regulatory organization are
defined in sect 24021F-4 of this chapter
(2) In order for the Commission to make an award in connection with a related
action the Commission must determine that the same original information that the
whistleblower gave to the Commission also led to the successful enforcement of the
related action under the same criteria described in these rules for awards made in
connection with Commission actions The Commission may seek assistance and
confirmation from the authority bringing the related action in making this
determination The Commission will deny an award in connection with the related
action if
(i) The Commission determines that the criteria for an award are not satisfied or
(ii) The Commission is unable to make a determination because the Office of the
Whistleblower could not obtain sufficient and reliable information that could be used as
the basis for an award determination pursuant to sect 24021F-12(a) of this chapter
Additional procedures apply to the payment of awards in related actions These
procedures are described in sectsect 24021F-11 and 24021F-14 of this chapter
(3) The Commission will not make an award to you for a related action if you
have already been granted an award by the Commodity Futures Trading Commission
(ldquoCFTCrdquo) for that same action pursuant to its whistleblower award program under
Section 23 of the Commodity Exchange Act (7 USC 26) Similarly if the CFTC has
previously denied an award to you in a related action you will be precluded from
relitigating any issues before the Commission that the CFTC resolved against you as part
of the award denial
sect 24021F-4 Other definitions
(a) Voluntary submission of information (1) Your submission of information is
made voluntarily within the meaning of sectsect 24021F-1 through 24021F-17 of this chapter
if you provide your submission before a request inquiry or demand that relates to the
subject matter of your submission is directed to you or anyone representing you (such as
an attorney)
(i) By the Commission
(ii) In connection with an investigation inspection or examination by the Public
Company Accounting Oversight Board or any self-regulatory organization or
(iii) In connection with an investigation by the Congress any other authority of
the federal government or a state Attorney General or securities regulatory authority
(2) If the Commission or any of these other authorities direct a request inquiry
or demand as described in paragraph (1) of this section to you or your representative
first your submission will not be considered voluntary and you will not be eligible for
an award even if your response is not compelled by subpoena or other applicable law
However your submission of information to the Commission will be considered
voluntary if you voluntarily provided the same information to one of the other
authorities identified above prior to receiving a request inquiry or demand from the
Commission
(3) In addition your submission will not be considered voluntary if you are
required to report your original information to the Commission as a result of a pre-
existing legal duty a contractual duty that is owed to the Commission or to one of the
other authorities set forth in paragraph (1) of this section or a duty that arises out of a
judicial or administrative order
(b) Original information (1) In order for your whistleblower submission to be
considered original information it must be
(i) Derived from your independent knowledge or independent analysis
(ii) Not already known to the Commission from any other source unless you are
the original source of the information
(iii) Not exclusively derived from an allegation made in a judicial or
administrative hearing in a governmental report hearing audit or investigation or
from the news media unless you are a source of the information and
(iv) Provided to the Commission for the first time after July 21 2010 (the date of
enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act)
(2) Independent knowledge means factual information in your possession that is
not derived from publicly available sources You may gain independent knowledge from
your experiences communications and observations in your business or social
interactions
(3) Independent analysis means your own analysis whether done alone or in
combination with others Analysis means your examination and evaluation of
information that may be publicly available but which reveals information that is not
generally known or available to the public
(4) The Commission will not consider information to be derived from your
independent knowledge or independent analysis in any of the following circumstances
(i) If you obtained the information through a communication that was subject to
the attorney-client privilege unless disclosure of that information would otherwise be
permitted by an attorney pursuant to sect 2053(d)(2) of this chapter the applicable state
attorney conduct rules or otherwise
(ii) If you obtained the information in connection with the legal representation
of a client on whose behalf you or your employer or firm are providing services and you
seek to use the information to make a whistleblower submission for your own benefit
unless disclosure would otherwise be permitted by an attorney pursuant to sect
2053(d)(2) of this chapter the applicable state attorney conduct rules or otherwise or
(iii) In circumstances not covered by paragraphs (b)(4)(i) or (b)(4)(ii) of this
section if you obtained the information because you were
(A) An officer director trustee or partner of an entity and another person
informed you of allegations of misconduct or you learned the information in connection
with the entityrsquos processes for identifying reporting and addressing possible violations
of law
(B) An employee whose principal duties involve compliance or internal audit
responsibilities or you were employed by or otherwise associated with a firm retained to
perform compliance or internal audit functions for an entity
(C) Employed by or otherwise associated with a firm retained to conduct an
inquiry or investigation into possible violations of law or
(D) An employee of or other person associated with a public accounting firm
if you obtained the information through the performance of an engagement required of
an independent public accountant under the federal securities laws (other than an audit
subject to sect24021F-8(c)(4) of this chapter) and that information related to a violation
by the engagement client or the clientrsquos directors officers or other employees
(iv) If you obtained the information by a means or in a manner that is
determined by a United States court to violate applicable federal or state criminal law
or
(v) Exceptions Paragraph (b)(4)(iii) of this section shall not apply if
(A) You have a reasonable basis to believe that disclosure of the information to
the Commission is necessary to prevent the relevant entity from engaging in conduct
that is likely to cause substantial injury to the financial interest or property of the entity
or investors
(B) You have a reasonable basis to believe that the relevant entity is engaging in
conduct that will impede an investigation of the misconduct or
(C) At least 120 days have elapsed since you provided the information to the
relevant entityrsquos audit committee chief legal officer chief compliance officer (or their
equivalents) or your supervisor or since you received the information if you received it
under circumstances indicating that the entityrsquos audit committee chief legal officer
chief compliance officer (or their equivalents) or your supervisor was already aware of
the information
(vi) If you obtained the information from a person who is subject to this section
unless the information is not excluded from that personrsquos use pursuant to this section
or you are providing the Commission with information about possible violations
involving that person
(5) The Commission will consider you to be an original source of the same
information that we obtain from another source if the information satisfies the
definition of original information and the other source obtained the information from
you or your representative In order to be considered an original source of information
that the Commission receives from Congress any other authority of the federal
government a state Attorney General or securities regulatory authority any self-
regulatory organization or the Public Company Accounting Oversight Board you must
have voluntarily given such authorities the information within the meaning of these
rules You must establish your status as the original source of information to the
Commissionrsquos satisfaction In determining whether you are the original source of
information the Commission may seek assistance and confirmation from one of the
other authorities described above or from another entity (including your employer) in
the event that you claim to be the original source of information that an authority or
another entity provided to the Commission
(6) If the Commission already knows some information about a matter from
other sources at the time you make your submission and you are not an original source
of that information under paragraph (b)(5) of this section the Commission will consider
you an original source of any information you provide that is derived from your
independent knowledge or analysis and that materially adds to the information that the
Commission already possesses
(7) If you provide information to the Congress any other authority of the federal
government a state Attorney General or securities regulatory authority any self-
regulatory organization or the Public Company Accounting Oversight Board or to an
entityrsquos internal whistleblower legal or compliance procedures for reporting allegations
of possible violations of law and you within 120 days submit the same information to
the Commission pursuant to sect 24021F-9 of this chapter as you must do in order for you
to be eligible to be considered for an award then for purposes of evaluating your claim
to an award under sectsect 24021F-10 and 24021F-11 of this chapter the Commission will
consider that you provided information as of the date of your original disclosure report
or submission to one of these other authorities or persons You must establish the
effective date of any prior disclosure report or submission to the Commissionrsquos
satisfaction The Commission may seek assistance and confirmation from the other
authority or person in making this determination
(c) Information that leads to successful enforcement The Commission will
consider that you provided original information that led to the successful enforcement
of a judicial or administrative action in any of the following circumstances
(1) You gave the Commission original information that was sufficiently specific
credible and timely to cause the staff to commence an examination open an
investigation reopen an investigation that the Commission had closed or to inquire
concerning different conduct as part of a current examination or investigation and the
Commission brought a successful judicial or administrative action based in whole or in
part on conduct that was the subject of your original information or
(2) You gave the Commission original information about conduct that was
already under examination or investigation by the Commission the Congress any other
authority of the federal government a state Attorney General or securities regulatory
authority any self-regulatory organization or the PCAOB (except in cases where you
were an original source of this information as defined in paragraph (b)(4) of this
section) and your submission significantly contributed to the success of the action
(3) You reported original information through an entityrsquos internal whistleblower
legal or compliance procedures for reporting allegations of possible violations of law
before or at the same time you reported them to the Commission the entity later
provided your information to the Commission or provided results of an audit or
investigation initiated in whole or in part in response to information you reported to the
entity and the information the entity provided to the Commission satisfies either
paragraph (c)(1) or (c)(2) of this section Under this paragraph (c)(3) you must also
submit the same information to the Commission in accordance with the procedures set
forth in sect24021F-9 within 120 days of providing it to the entity
(d) An action generally means a single captioned judicial or administrative
proceeding brought by the Commission Notwithstanding the foregoing
(1) For purposes of making an award under sect 24021F-10 of this chapter the
Commission will treat as a Commission action two or more administrative or judicial
proceedings brought by the Commission if these proceedings arise out of the same
nucleus of operative facts or
(2) For purposes of determining the payment on an award under sect 24021F-14 of
this chapter the Commission will deem as part of the Commission action upon which
the award was based any subsequent Commission proceeding that individually results
in a monetary sanction of $1000000 or less and that arises out of the same nucleus of
operative facts
(e) Monetary sanctions means any money including penalties disgorgement
and interest ordered to be paid and any money deposited into a disgorgement fund or
other fund pursuant to Section 308(b) of the Sarbanes-Oxley Act of 2002 (15 USC
7246(b)) as a result of a Commission action or a related action
(f) Appropriate regulatory agency means the Commission the Comptroller of the
Currency the Board of Governors of the Federal Reserve System the Federal Deposit
Insurance Corporation the Office of Thrift Supervision and any other agencies that may
be defined as appropriate regulatory agencies under Section 3(a)(34) of the Exchange
Act (15 USC 78c(a)(34))
(g) Appropriate regulatory authority means an appropriate regulatory agency
other than the Commission
(h) Self-regulatory organization means any national securities exchange
registered securities association registered clearing agency the Municipal Securities
Rulemaking Board and any other organizations that may be defined as self-regulatory
organizations under Section 3(a)(26) of the Exchange Act (15 USC 78c(a)(26))
sect 24021F-5 Amount of award
(a) The determination of the amount of an award is in the discretion of the
Commission
(b) If all of the conditions are met for a whistleblower award in connection with a
Commission action or a related action the Commission will then decide the percentage
amount of the award applying the criteria set forth in sect 24021F-6 of this chapter and
pursuant to the procedures set forth in sectsect 24021F-10 and 24021F-11 of this chapter
The amount will be at least 10 percent and no more than 30 percent of the monetary
sanctions that the Commission and the other authorities are able to collect The
percentage awarded in connection with a Commission action may differ from the
percentage awarded in connection with a related action
(c) If the Commission makes awards to more than one whistleblower in
connection with the same action or related action the Commission will determine an
individual percentage award for each whistleblower but in no event will the total
amount awarded to all whistleblowers in the aggregate be less than 10 percent or greater
than 30 percent of the amount the Commission or the other authorities collect
sect 24021F-6 Criteria for determining amount of award
In exercising its discretion to determine the appropriate award percentage the
Commission may consider the following factors in relation to the unique facts and
circumstances of each case and may increase or decrease the award percentage based
on its analysis of these factors In the event that awards are determined for multiple
whistleblowers in connection an action these factors will be used to determine the
relative allocation of awards among the whistleblowers
(a) Factors that may increase the amount of a whistleblowerrsquos award In
determining whether to increase the amount of an award the Commission will consider
the following factors which are not listed in order of importance
(1) Significance of the information provided by the whistleblower The
Commission will assess the significance of the information provided by a whistleblower
to the success of the Commission action or related action In considering this factor the
Commission may take into account among other things
(i) The nature of the information provided by the whistleblower and how it
related to the successful enforcement action including whether the reliability and
completeness of the information provided to the Commission by the whistleblower
resulted in the conservation of Commission resources
(ii) The degree to which the information provided by the whistleblower
supported one or more successful claims brought in the Commission or related action
(2) Assistance provided by the whistleblower The Commission will assess the
degree of assistance provided by the whistleblower and any legal representative of the
whistleblower in the Commission action or related action In considering this factor the
Commission may take into account among other things
(i) Whether the whistleblower provided ongoing extensive and timely
cooperation and assistance by for example helping to explain complex transactions
interpreting key evidence or identifying new and productive lines of inquiry
(ii) The timeliness of the whistleblowerrsquos initial report to the Commission or to
an internal compliance or reporting system of business organizations committing or
impacted by the securities violations where appropriate
(iii) The resources conserved as a result of the whistleblowerrsquos assistance
(iv) Whether the whistleblower appropriately encouraged or authorized others to
assist the staff of the Commission who might otherwise not have participated in the
investigation or related action
(v) The efforts undertaken by the whistleblower to remediate the harm caused by
the violations including assisting the authorities in the recovery of the fruits and
instrumentalities of the violations and
(vi) Any unique hardships experienced by the whistleblower as a result of his or
her reporting and assisting in the enforcement action
(3) Law enforcement interest The Commission will assess its programmatic
interest in deterring violations of the securities laws by making awards to
whistleblowers who provide information that leads to the successful enforcement of
such laws In considering this factor the Commission may take into account among
other things
(i) The degree to which an award enhances the Commissionrsquos ability to enforce
the federal securities laws and protect investors and
(ii) The degree to which an award encourages the submission of high quality
information from whistleblowers by appropriately rewarding whistleblowersrsquo
submission of significant information and assistance even in cases where the monetary
sanctions available for collection are limited or potential monetary sanctions were
reduced or eliminated by the Commission because an entity self-reported a securities
violation following the whistleblowerrsquos related internal disclosure report or
submission
(iii) Whether the subject matter of the action is a Commission priority whether
the reported misconduct involves regulated entities or fiduciaries whether the
whistleblower exposed an industry-wide practice the type and severity of the securities
violations the age and duration of misconduct the number of violations and the
isolated repetitive or ongoing nature of the violations and
(iv) The dangers to investors or others presented by the underlying violations
involved in the enforcement action including the amount of harm or potential harm
caused by the underlying violations the type of harm resulting from or threatened by
the underlying violations and the number of individuals or entities harmed
(4) Participation in internal compliance systems The Commission will assess
whether and the extent to which the whistleblower and any legal representative of the
whistleblower participated in internal compliance systems In considering this factor
the Commission may take into account among other things
(i) Whether and the extent to which a whistleblower reported the possible
securities violations through internal whistleblower legal or compliance procedures
before or at the same time as reporting them to the Commission and
(ii) Whether and the extent to which a whistleblower assisted any internal
investigation or inquiry concerning the reported securities violations
(b) Factors that may decrease the amount of a whistleblowerrsquos award In
determining whether to decrease the amount of an award the Commission will consider
the following factors which are not listed in order of importance
(1) Culpability The Commission will assess the culpability or involvement of the
whistleblower in matters associated with the Commissionrsquos action or related actions In
considering this factor the Commission may take into account among other things
(i) The whistleblowerrsquos role in the securities violations
(ii) The whistleblowerrsquos education training experience and position of
responsibility at the time the violations occurred
(iii) Whether the whistleblower acted with scienter both generally and in
relation to others who participated in the violations
(iv) Whether the whistleblower financially benefitted from the violations
(v) Whether the whistleblower is a recidivist
(vi) The egregiousness of the underlying fraud committed by the whistleblower
and
(vii) Whether the whistleblower knowingly interfered with the Commissionrsquos
investigation of the violations or related enforcement actions
(2) Unreasonable reporting delay The Commission will assess whether the
whistleblower unreasonably delayed reporting the securities violations In considering
this factor the Commission may take into account among other things
(i) Whether the whistleblower was aware of the relevant facts but failed to take
reasonable steps to report or prevent the violations from occurring or continuing
(ii) Whether the whistleblower was aware of the relevant facts but only reported
them after learning about a related inquiry investigation or enforcement action and
(iii) Whether there was a legitimate reason for the whistleblower to delay
reporting the violations
(3) Interference with internal compliance and reporting systems The
Commission will assess in cases where the whistleblower interacted with his or her
entityrsquos internal compliance or reporting system whether the whistleblower
undermined the integrity of such system In considering this factor the Commission
will take into account whether there is evidence provided to the Commission that the
whistleblower knowingly
(i) Interfered with an entityrsquos established legal compliance or audit procedures
to prevent or delay detection of the reported securities violation
(ii) Made any material false fictitious or fraudulent statements or
representations that hindered an entityrsquos efforts to detect investigate or remediate the
reported securities violations and
(iii) Provided any false writing or document knowing the writing or document
contained any false fictitious or fraudulent statements or entries that hindered an
entityrsquos efforts to detect investigate or remediate the reported securities violations
sect 24021F-7 Confidentiality of submissions
(a) Section 21F(h)(2) of the Exchange Act (15 USC 78u-6(h)(2)) requires that
the Commission not disclose information that could reasonably be expected to reveal
the identity of a whistleblower except that the Commission may disclose such
information in the following circumstances
(1) When disclosure is required to a defendant or respondent in connection with
a federal court or administrative action that the Commission files or in another public
action or proceeding that is filed by an authority to which we provide the information as
described below
(2) When the Commission determines that it is necessary to accomplish the
purposes of the Exchange Act (15 USC 78a) and to protect investors it may provide
your information to the Department of Justice an appropriate regulatory authority a
self regulatory organization a state attorney general in connection with a criminal
investigation any appropriate state regulatory authority the Public Company
Accounting Oversight Board or foreign securities and law enforcement authorities
Each of these entities other than foreign securities and law enforcement authorities is
subject to the confidentiality requirements set forth in Section 21F(h) of the Exchange
Act (15 USC 78u-6(h)) The Commission will determine what assurances of
confidentiality it deems appropriate in providing such information to foreign securities
and law enforcement authorities
(3) The Commission may make disclosures in accordance with the Privacy Act of
1974 (5 USC 552a)
(b) You may submit information to the Commission anonymously If you do so
however you must also do the following
(1) You must have an attorney represent you in connection with both your
submission of information and your claim for an award and your attorneyrsquos name and
contact information must be provided to the Commission at the time you submit your
information
(2) You and your attorney must follow the procedures set forth in sect 24021F-9 of
this chapter for submitting original information anonymously and
(3) Before the Commission will pay any award to you you must disclose your
identity to the Commission and your identity must be verified by the Commission as set
forth in sect 24021F-10 of this chapter
sect 24021F-8 Eligibility
(a) To be eligible for a whistleblower award you must give the Commission
information in the form and manner that the Commission requires The procedures for
submitting information and making a claim for an award are described in sect 24021F-9
through sect 24021F-11 of this chapter You should read these procedures carefully
because you need to follow them in order to be eligible for an award except that the
Commission may in its sole discretion waive any of these procedures based upon a
showing of extraordinary circumstances
(b) In addition to any forms required by these rules the Commission may also
require that you provide certain additional information You may be required to
(1) Provide explanations and other assistance in order that the staff may evaluate
and use the information that you submitted
(2) Provide all additional information in your possession that is related to the
subject matter of your submission in a complete and truthful manner through follow-up
meetings or in other forms that our staff may agree to
(3) Provide testimony or other evidence acceptable to the staff relating to
whether you are eligible or otherwise satisfy any of the conditions for an award and
(4) Enter into a confidentiality agreement in a form acceptable to the Office of
the Whistleblower covering any non-public information that the Commission provides
to you and including a provision that a violation of the agreement may lead to your
ineligibility to receive an award
(c) You are not eligible to be considered for an award if you do not satisfy the
requirements of paragraphs (a) and (b) of this section In addition you are not eligible
if
(1) You are or were at the time you acquired the original information provided to
the Commission a member officer or employee of the Commission the Department of
Justice an appropriate regulatory agency a self-regulatory organization the Public
Company Accounting Oversight Board or any law enforcement organization
(2) You are or were at the time you acquired the original information provided
to the Commission a member officer or employee of a foreign government any
political subdivision department agency or instrumentality of a foreign government or
any other foreign financial regulatory authority as that term is defined in Section
3(a)(52) of the Exchange Act (15 USC 78c(a)(52))
(3) You are convicted of a criminal violation that is related to the Commission
action or to a related action (as defined in sect 24021F-4 of this chapter) for which you
otherwise could receive an award
(4) You obtained the original information that you gave the Commission through
an audit of a companyrsquos financial statements and making a whistleblower submission
would be contrary to requirements of Section 10A of the Exchange Act (15 USC 78j-a)
(5) You are the spouse parent child or sibling of a member or employee of the
Commission or you reside in the same household as a member or employee of the
Commission
(6) You acquired the original information you gave the Commission from a
person
(i) Who is subject to paragraph (c)(4) of this section unless the information is
not excluded from that personrsquos use or you are providing the Commission with
information about possible violations involving that person or
(ii) With the intent to evade any provision of these rules or
(7) In your whistleblower submission your other dealings with the Commission
or your dealings with another authority in connection with a related action you
knowingly and willfully make any false fictitious or fraudulent statement or
representation or use any false writing or document knowing that it contains any false
fictitious or fraudulent statement or entry with intent to mislead or otherwise hinder
the Commission or another authority
sect 24021F-9 Procedures for submitting original information
(a) To be considered a whistleblower under Section 21F of the Exchange Act (15
USC 78u-6(h)) you must submit your information about a possible securities law
violation by either of these methods
(1) Online through the Commissionrsquos website located at wwwsecgov or
(2) By mailing or faxing a Form TCR (Tip Complaint or Referral) (referenced in
sect 2491800 of this chapter) to the SEC Office of the Whistleblower 100 F Street NE
Washington DC 20549-5631 Fax (703) 813-9322
(b) Further to be eligible for an award you must declare under penalty of perjury
at the time you submit your information pursuant to paragraph (a)(1) or (2) of this
section that your information is true and correct to the best of your knowledge and
belief
(c) Notwithstanding paragraphs (a) and (b) of this section if you are providing
your original information to the Commission anonymously then your attorney must
submit your information on your behalf pursuant to the procedures specified in
paragraph (a) of this section Prior to your attorneys submission you must provide
your attorney with a completed Form TCR (referenced in sect2491800 of this chapter)
that you have signed under penalty of perjury When your attorney makes her
submission on your behalf your attorney will be required to certify that he or she
(1) Has verified your identity
(2) Has reviewed your completed and signed Form TCR (referenced in sect2491800
of this chapter) for completeness and accuracy and that the information contained
therein is true correct and complete to the best of the attorneys knowledge
information and belief
(3) Has obtained your non-waivable consent to provide the Commission with
your original completed and signed Form TCR (referenced in sect2491800 of this chapter)
in the event that the Commission requests it due to concerns that you may have
knowingly and willfully made false fictitious or fraudulent statements or
representations or used any false writing or document knowing that the writing or
document contains any false fictitious or fraudulent statement or entry and
(4) Consents to be legally obligated to provide the signed Form TCR (referenced
in sect2491800 of this chapter) within seven (7) calendar days of receiving such request
from the Commission
(d) If you submitted original information in writing to the Commission after July
21 2010 (the date of enactment of the Dodd-Frank Wall Street Reform and Consumer
Protection Act) but before the effective date of these rules your submission will be
deemed to satisfy the requirements set forth in paragraphs (a) and (b) of this section If
you were an anonymous whistleblower however you must provide your attorney with a
completed and signed copy of Form TCR (referenced in sect2491800 of this chapter)
within 60 days of the effective date of these rules your attorney must retain the signed
form in his or her records and you must provide of copy of the signed form to the
Commission staff upon request by Commission staff prior to any payment of an award
to you in connection with your submission Notwithstanding the foregoing you must
follow the procedures and conditions for making a claim for a whistleblower award
described in sectsect 24021F-10 and 24021F-11 of this chapter
sect 24021F-10 Procedures for making a claim for a whistleblower
award in SEC actions that result in monetary sanctions in excess of
$1000000
(a) Whenever a Commission action results in monetary sanctions totaling more
than $1000000 the Office of the Whistleblower will cause to be published on the
Commissionrsquos website a ldquoNotice of Covered Actionrdquo Such Notice will be published
subsequent to the entry of a final judgment or order that alone or collectively with other
judgments or orders previously entered in the Commission action exceeds $1000000
or in the absence of such judgment or order subsequent to the deposit of monetary
sanctions exceeding $1000000 into a disgorgement or other fund pursuant to Section
308(b) of the Sarbanes-Oxley Act of 2002 A claimant will have ninety (90) days from
the date of the Notice of Covered Action to file a claim for an award based on that action
or the claim will be barred
(b) To file a claim for a whistleblower award you must file Form WB-APP
Application for Award for Original Information Provided Pursuant to Section 21F of
the Securities Exchange Act of 1934 (referenced in sect 2491801 of this chapter) You
must sign this form as the claimant and submit it to the Office of the Whistleblower by
mail or fax All claim forms including any attachments must be received by the Office
of the Whistleblower within ninety (90) calendar days of the date of the Notice of
Covered Action in order to be considered for an award
(c) If you provided your original information to the Commission anonymously
you must disclose your identity on the Form WB-APP (referenced in sect 2491801 of this
chapter) and your identity must be verified in a form and manner that is acceptable to
the Office of the Whistleblower prior to the payment of any award
(d) Once the time for filing any appeals of the Commissionrsquos judicial or
administrative action has expired or where an appeal has been filed after all appeals in
the action have been concluded the staff designated by the Director of the Division of
Enforcement (ldquoClaims Review Staffrdquo) will evaluate all timely whistleblower award claims
submitted on Form WB-APP (referenced in sect 2491801 of this chapter) in accordance
with the criteria set forth in these rules In connection with this process the Office of
the Whistleblower may require that you provide additional information relating to your
eligibility for an award or satisfaction of any of the conditions for an award as set forth
in sect 24021F-(8)(b) of this chapter Following that evaluation the Office of the
Whistleblower will send you a Preliminary Determination setting forth a preliminary
assessment as to whether the claim should be allowed or denied and if allowed setting
forth the proposed award percentage amount
(e) You may contest the Preliminary Determination made by the Claims Review
Staff by submitting a written response to the Office of the Whistleblower setting forth
the grounds for your objection to either the denial of an award or the proposed amount
of an award The response must be in the form and manner that the Office of the
Whistleblower shall require You may also include documentation or other evidentiary
support for the grounds advanced in your response
(1) Before determining whether to contest a Preliminary Determination you
may
(i) Within thirty (30) days of the date of the Preliminary Determination request
that the Office of the Whistleblower make available for your review the materials from
among those set forth in sect 24021F-12(a) of this chapter that formed the basis of the
Claims Review Staffrsquos Preliminary Determination
(ii) Within thirty (30) calendar days of the date of the Preliminary
Determination request a meeting with the Office of the Whistleblower however such
meetings are not required and the office may in its sole discretion decline the request
(2) If you decide to contest the Preliminary Determination you must submit
your written response and supporting materials within sixty (60) calendar days of the
date of the Preliminary Determination or if a request to review materials is made
pursuant to paragraph (e)(1) of this section then within sixty (60) calendar days of the
Office of the Whistleblower making those materials available for your review
(f) If you fail to submit a timely response pursuant to paragraph (e) of this
section then the Preliminary Determination will become the Final Order of the
Commission (except where the Preliminary Determination recommended an award in
which case the Preliminary Determination will be deemed a Proposed Final
Determination for purposes of paragraph (h) of this section) Your failure to submit a
timely response contesting a Preliminary Determination will constitute a failure to
exhaust administrative remedies and you will be prohibited from pursuing an appeal
pursuant to sect 24021F-13 of this chapter
(g) If you submit a timely response pursuant to paragraph (e) of this section
then the Claims Review Staff will consider the issues and grounds advanced in your
response along with any supporting documentation you provided and will make its
Proposed Final Determination
(h) The Office of the Whistleblower will then notify the Commission of each
Proposed Final Determination Within thirty 30 days thereafter any Commissioner
may request that the Proposed Final Determination be reviewed by the Commission If
no Commissioner requests such a review within the 30-day period then the Proposed
Final Determination will become the Final Order of the Commission In the event a
Commissioner requests a review the Commission will review the record that the staff
relied upon in making its determinations including your previous submissions to the
Office of the Whistleblower and issue its Final Order
(i) The Office of the Whistleblower will provide you with the Final Order of the
Commission
sect 24021F-11 Procedures for determining awards based upon a related
action (a) If you are eligible to receive an award following a Commission action
that results in monetary sanctions totaling more than $1000000 you also may be
eligible to receive an award based on the monetary sanctions that are collected from a
related action (as defined in sect 24021F-3 of this chapter)
(b) You must also use Form WB-APP (referenced in sect 2491801 of this chapter)
to submit a claim for an award in a related action You must sign this form as the
claimant and submit it to the Office of the Whistleblower by mail or fax as follows
(1) If a final order imposing monetary sanctions has been entered in a related
action at the time you submit your claim for an award in connection with a Commission
action you must submit your claim for an award in that related action on the same
Form WB-APP (referenced in sect 2491801 of this chapter) that you use for the
Commission action
(2) If a final order imposing monetary sanctions in a related action has not been
entered at the time you submit your claim for an award in connection with a
Commission action you must submit your claim on Form WB-APP (referenced in sect
2491801 of this chapter) within ninety (90) days of the issuance of a final order
imposing sanctions in the related action
(c) The Office of the Whistleblower may request additional information from you
in connection with your claim for an award in a related action to demonstrate that you
directly (or through the Commission) voluntarily provided the governmental agency
regulatory authority or self-regulatory organization the same original information that
led to the Commissionrsquos successful covered action and that this information led to the
successful enforcement of the related action The Office of the Whistleblower may in its
discretion seek assistance and confirmation from the other agency in making this
determination
(d) Once the time for filing any appeals of the final judgment or order in a related
action has expired or if an appeal has been filed after all appeals in the action have
been concluded the Claims Review Staff will evaluate all timely whistleblower award
claims submitted on Form WB-APP (referenced in sect 2491801 of this chapter) in
connection with the related action The evaluation will be undertaken pursuant to the
criteria set forth in these rules In connection with this process the Office of the
Whistleblower may require that you provide additional information relating to your
eligibility for an award or satisfaction of any of the conditions for an award as set forth
in sect 24021F-(8)(b) of this chapter Following this evaluation the Office of the
Whistleblower will send you a Preliminary Determination setting forth a preliminary
assessment as to whether the claim should be allowed or denied and if allowed setting
forth the proposed award percentage amount
(e) You may contest the Preliminary Determination made by the Claims Review
Staff by submitting a written response to the Office of the Whistleblower setting forth
the grounds for your objection to either the denial of an award or the proposed amount
of an award The response must be in the form and manner that the Office of the
Whistleblower shall require You may also include documentation or other evidentiary
support for the grounds advanced in your response
(1) Before determining whether to contest a Preliminary Determination you
may
(i) Within thirty (30) days of the date of the Preliminary Determination request
that the Office of the Whistleblower make available for your review the materials from
among those set forth in sect 24021F-12(a) of this chapter that formed the basis of the
Claims Review Staffrsquos Preliminary Determination
(ii) Within thirty (30) days of the date of the Preliminary Determination request
a meeting with the Office of the Whistleblower however such meetings are not required
and the office may in its sole discretion decline the request
(2) If you decide to contest the Preliminary Determination you must submit
your written response and supporting materials within sixty (60) calendar days of the
date of the Preliminary Determination or if a request to review materials is made
pursuant to paragraph (e)(1)(i) of this section then within sixty (60) calendar days of
the Office of the Whistleblower making those materials available for your review
(f) If you fail to submit a timely response pursuant to paragraph (e) of this
section then the Preliminary Determination will become the Final Order of the
Commission (except where the Preliminary Determination recommended an award in
which case the Preliminary Determination will be deemed a Proposed Final
Determination for purposes of paragraph (h) of this section) Your failure to submit a
timely response contesting a Preliminary Determination will constitute a failure to
exhaust administrative remedies and you will be prohibited from pursuing an appeal
pursuant to sect 24021F-13 of this chapter
(g) If you submit a timely response pursuant to paragraph (e) of this section
then the Claims Review Staff will consider the issues and grounds that you advanced in
your response along with any supporting documentation you provided and will make
its Proposed Final Determination
(h) The Office of the Whistleblower will notify the Commission of each Proposed
Final Determination Within thirty 30 days thereafter any Commissioner may request
that the Proposed Final Determination be reviewed by the Commission If no
Commissioner requests such a review within the 30-day period then the Proposed Final
Determination will become the Final Order of the Commission In the event a
Commissioner requests a review the Commission will review the record that the staff
relied upon in making its determinations including your previous submissions to the
Office of the Whistleblower and issue its Final Order
(i) The Office of the Whistleblower will provide you with the Final Order of the
Commission
sect 24021F-12 Materials that may form the basis of an award determination
and that may comprise the record on appeal
(a) The following items constitute the materials that the Commission and the
Claims Review Staff may rely upon to make an award determination pursuant to sectsect
24021F-10 and 24021F-11 of this chapter
(1) Any publicly available materials from the covered action or related action
including
(i) The complaint notice of hearing answers and any amendments thereto
(ii) The final judgment consent order or final administrative order
(iii) Any transcripts of the proceedings including any exhibits
(iv) Any items that appear on the docket and
(v) Any appellate decisions or orders
(2) The whistleblowerrsquos Form TCR (referenced in sect2491800 of this chapter)
including attachments and other related materials provided by the whistleblower to
assist the Commission with the investigation or examination
(3) The whistleblowerrsquos Form WB-APP (referenced in sect2491800 of this chapter)
including attachments and any other filings or submissions from the whistleblower in
support of the award application
(4) Sworn declarations (including attachments) from the Commission staff
regarding any matters relevant to the award determination
(5) With respect to an award claim involving a related action any statements or
other information that the entity provides or identifies in connection with an award
determination provided the entity has authorized the Commission to share the
information with the claimant (Neither the Commission nor the Claims Review Staff
may rely upon information that the entity has not authorized the Commission to share
with the claimant) and
(6) Any other documents or materials including sworn declarations from third-
parties that are received or obtained by the Office of the Whistleblower to assist the
Commission resolve the claimantrsquos award application including information related to
the claimantrsquos eligibility (Neither the Commission nor the Claims Review Staff may rely
upon information that the entity has not authorized the Commission to share with the
claimant)
(b) These rules do not entitle claimants to obtain from the Commission any
materials (including any pre-decisional or internal deliberative process materials that
are prepared exclusively to assist the Commission in deciding the claim) other than
those listed in paragraph (a) of this section Moreover the Office of the Whistleblower
may make redactions as necessary to comply with any statutory restrictions to protect
the Commissionrsquos law enforcement and regulatory functions and to comply with
requests for confidential treatment from other law enforcement and regulatory
authorities The Office of the Whistleblower may also require you to sign a
confidentiality agreement as set forth in sect 24021F-(8)(b)(4) of this chapter before
providing these materials
sect 24021F-13 Appeals
(a) Section 21F of the Exchange Act (15 USC 78u-6) commits determinations of
whether to whom and in what amount to make awards to the Commissionrsquos discretion
A determination of whether or to whom to make an award may be appealed within 30
days after the Commission issues its final decision to the United States Court of Appeals
for the District of Columbia Circuit or to the circuit where the aggrieved person resides
or has his principal place of business Where the Commission makes an award based on
the factors set forth in sect 24021F-6 of this chapter of not less than 10 percent and not
more than 30 percent of the monetary sanctions collected in the Commission or related
action the Commissionrsquos determination regarding the amount of an award (including
the allocation of an award as between multiple whistleblowers and any factual findings
legal conclusions policy judgments or discretionary assessments involving the
Commissionrsquos consideration of the factors in sect 24021F-6 of this chapter) is not
appealable
(b) The record on appeal shall consist of the Preliminary Determination the
Final Order of the Commission and any other items from those set forth in sect 24021F-
12(a) of this chapter that either the claimant or the Commission identifies for inclusion
in the record The record on appeal shall not include any pre-decisional or internal
deliberative process materials that are prepared exclusively to assist the Commission in
deciding the claim (including the staffs Draft Final Determination in the event that the
Commissioners reviewed the claim and issued the Final Order)
sect 24021F- 14 Procedures applicable to the payment of awards
(a) Any award made pursuant to these rules will be paid from the Securities and
Exchange Commission Investor Protection Fund (the ldquoFundrdquo)
(b) A recipient of a whistleblower award is entitled to payment on the award only
to the extent that a monetary sanction is collected in the Commission action or in a
related action upon which the award is based
(c) Payment of a whistleblower award for a monetary sanction collected in a
Commission action or related action shall be made following the later of
(1) The date on which the monetary sanction is collected or
(2) The completion of the appeals process for all whistleblower award claims
arising from
(i) The Notice of Covered Action in the case of any payment of an award for a
monetary sanction collected in a Commission action or
(ii) The related action in the case of any payment of an award for a monetary
sanction collected in a related action
(d) If there are insufficient amounts available in the Fund to pay the entire
amount of an award payment within a reasonable period of time from the time for
payment specified by paragraph (c) of this section then subject to the following terms
the balance of the payment shall be paid when amounts become available in the Fund
as follows
(1) Where multiple whistleblowers are owed payments from the Fund based on
awards that do not arise from the same Notice of Covered Action (or related action)
priority in making these payments will be determined based upon the date that the
collections for which the whistleblowers are owed payments occurred If two or more of
these collections occur on the same date those whistleblowers owed payments based on
these collections will be paid on a pro rata basis until sufficient amounts become
available in the Fund to pay their entire payments
(2) Where multiple whistleblowers are owed payments from the Fund based on
awards that arise from the same Notice of Covered Action (or related action) they will
share the same payment priority and will be paid on a pro rata basis until sufficient
amounts become available in the Fund to pay their entire payments
sect 24021F-15 No amnesty
The Securities Whistleblower Incentives and Protection provisions do not provide
amnesty to individuals who provide information to the Commission The fact that you
may become a whistleblower and assist in Commission investigations and enforcement
actions does not preclude the Commission from bringing an action against you based
upon your own conduct in connection with violations of the federal securities laws If
such an action is determined to be appropriate however the Commission will take your
cooperation into consideration in accordance with its Policy Statement Concerning
Cooperation by Individuals in Investigations and Related Enforcement Actions (17 CFR
sect 20212)
sect 24021F-16 Awards to whistleblowers who engage in culpable conduct
In determining whether the required $1000000 threshold has been satisfied
(this threshold is further explained in sect 24021F-10 of this chapter) for purposes of
making any award the Commission will not take into account any monetary sanctions
that the whistleblower is ordered to pay or that are ordered against any entity whose
liability is based substantially on conduct that the whistleblower directed planned or
initiated Similarly if the Commission determines that a whistleblower is eligible for an
award any amounts that the whistleblower or such an entity pay in sanctions as a result
of the action or related actions will not be included within the calculation of the amounts
collected for purposes of making payments
sect 24021F-17 Staff communications with individuals reporting possible
securities law violations
(a) No person may take any action to impede an individual from communicating
directly with the Commission staff about a possible securities law violation including
enforcing or threatening to enforce a confidentiality agreement (other than agreements
dealing with information covered by sect 24021F-4(b)(4)(i) and sect 24021F-4(b)(4)(ii) of
this chapter related to the legal representation of a client) with respect to such
communications
(b) If you are a director officer member agent or employee of an entity that has
counsel and you have initiated communication with the Commission relating to a
possible securities law violation the staff is authorized to communicate directly with you
regarding the possible securities law violation without seeking the consent of the entityrsquos
counsel
(i) You possess a reasonable belief that the information you are providing relates
to a possible securities law violation (or where applicable to a possible violation of the
provisions set forth in 18 USC 1514A(a)) that has occurred is ongoing or is about to
occur and
(ii) You provide that information in a manner described in Section 21F(h)(1)(A)
of the Exchange Act (15 USC 78u-6(h)(1)(A))
The anti-retaliation protections apply whether or not you satisfy the
requirements procedures and conditions to qualify for an award
(2) Section 21F(h)(1) of the Exchange Act (15 USC 78u-6(h)(1)) including any
rules promulgated thereunder shall be enforceable in an action or proceeding brought
by the Commission
sect 24021F-3 Payment of awards
(a) Commission actions Subject to the eligibility requirements described in
sectsect24021F-2 24021F-8 and 24021F-16 of this chapter the Commission will pay an
award or awards to one or more whistleblowers who
(1) Voluntarily provide the Commission
(2) With original information
(3) That leads to the successful enforcement by the Commission of a federal
court or administrative action
(4) In which the Commission obtains monetary sanctions totaling more than
$1000000
The terms voluntarily original information leads to successful enforcement action and
monetary sanctions are defined in sect 24021F-4 of this chapter
(b) Related actions The Commission will also pay an award based on amounts
collected in certain related actions
(1) A related action is a judicial or administrative action that is brought by
(i) The Attorney General of the United States
(ii) An appropriate regulatory authority
(iii) A self-regulatory organization or
(iv) A state attorney general in a criminal case and is based on the same original
information that the whistleblower voluntarily provided to the Commission and that led
the Commission to obtain monetary sanctions totaling more than $1000000
The terms appropriate regulatory authority and self-regulatory organization are
defined in sect 24021F-4 of this chapter
(2) In order for the Commission to make an award in connection with a related
action the Commission must determine that the same original information that the
whistleblower gave to the Commission also led to the successful enforcement of the
related action under the same criteria described in these rules for awards made in
connection with Commission actions The Commission may seek assistance and
confirmation from the authority bringing the related action in making this
determination The Commission will deny an award in connection with the related
action if
(i) The Commission determines that the criteria for an award are not satisfied or
(ii) The Commission is unable to make a determination because the Office of the
Whistleblower could not obtain sufficient and reliable information that could be used as
the basis for an award determination pursuant to sect 24021F-12(a) of this chapter
Additional procedures apply to the payment of awards in related actions These
procedures are described in sectsect 24021F-11 and 24021F-14 of this chapter
(3) The Commission will not make an award to you for a related action if you
have already been granted an award by the Commodity Futures Trading Commission
(ldquoCFTCrdquo) for that same action pursuant to its whistleblower award program under
Section 23 of the Commodity Exchange Act (7 USC 26) Similarly if the CFTC has
previously denied an award to you in a related action you will be precluded from
relitigating any issues before the Commission that the CFTC resolved against you as part
of the award denial
sect 24021F-4 Other definitions
(a) Voluntary submission of information (1) Your submission of information is
made voluntarily within the meaning of sectsect 24021F-1 through 24021F-17 of this chapter
if you provide your submission before a request inquiry or demand that relates to the
subject matter of your submission is directed to you or anyone representing you (such as
an attorney)
(i) By the Commission
(ii) In connection with an investigation inspection or examination by the Public
Company Accounting Oversight Board or any self-regulatory organization or
(iii) In connection with an investigation by the Congress any other authority of
the federal government or a state Attorney General or securities regulatory authority
(2) If the Commission or any of these other authorities direct a request inquiry
or demand as described in paragraph (1) of this section to you or your representative
first your submission will not be considered voluntary and you will not be eligible for
an award even if your response is not compelled by subpoena or other applicable law
However your submission of information to the Commission will be considered
voluntary if you voluntarily provided the same information to one of the other
authorities identified above prior to receiving a request inquiry or demand from the
Commission
(3) In addition your submission will not be considered voluntary if you are
required to report your original information to the Commission as a result of a pre-
existing legal duty a contractual duty that is owed to the Commission or to one of the
other authorities set forth in paragraph (1) of this section or a duty that arises out of a
judicial or administrative order
(b) Original information (1) In order for your whistleblower submission to be
considered original information it must be
(i) Derived from your independent knowledge or independent analysis
(ii) Not already known to the Commission from any other source unless you are
the original source of the information
(iii) Not exclusively derived from an allegation made in a judicial or
administrative hearing in a governmental report hearing audit or investigation or
from the news media unless you are a source of the information and
(iv) Provided to the Commission for the first time after July 21 2010 (the date of
enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act)
(2) Independent knowledge means factual information in your possession that is
not derived from publicly available sources You may gain independent knowledge from
your experiences communications and observations in your business or social
interactions
(3) Independent analysis means your own analysis whether done alone or in
combination with others Analysis means your examination and evaluation of
information that may be publicly available but which reveals information that is not
generally known or available to the public
(4) The Commission will not consider information to be derived from your
independent knowledge or independent analysis in any of the following circumstances
(i) If you obtained the information through a communication that was subject to
the attorney-client privilege unless disclosure of that information would otherwise be
permitted by an attorney pursuant to sect 2053(d)(2) of this chapter the applicable state
attorney conduct rules or otherwise
(ii) If you obtained the information in connection with the legal representation
of a client on whose behalf you or your employer or firm are providing services and you
seek to use the information to make a whistleblower submission for your own benefit
unless disclosure would otherwise be permitted by an attorney pursuant to sect
2053(d)(2) of this chapter the applicable state attorney conduct rules or otherwise or
(iii) In circumstances not covered by paragraphs (b)(4)(i) or (b)(4)(ii) of this
section if you obtained the information because you were
(A) An officer director trustee or partner of an entity and another person
informed you of allegations of misconduct or you learned the information in connection
with the entityrsquos processes for identifying reporting and addressing possible violations
of law
(B) An employee whose principal duties involve compliance or internal audit
responsibilities or you were employed by or otherwise associated with a firm retained to
perform compliance or internal audit functions for an entity
(C) Employed by or otherwise associated with a firm retained to conduct an
inquiry or investigation into possible violations of law or
(D) An employee of or other person associated with a public accounting firm
if you obtained the information through the performance of an engagement required of
an independent public accountant under the federal securities laws (other than an audit
subject to sect24021F-8(c)(4) of this chapter) and that information related to a violation
by the engagement client or the clientrsquos directors officers or other employees
(iv) If you obtained the information by a means or in a manner that is
determined by a United States court to violate applicable federal or state criminal law
or
(v) Exceptions Paragraph (b)(4)(iii) of this section shall not apply if
(A) You have a reasonable basis to believe that disclosure of the information to
the Commission is necessary to prevent the relevant entity from engaging in conduct
that is likely to cause substantial injury to the financial interest or property of the entity
or investors
(B) You have a reasonable basis to believe that the relevant entity is engaging in
conduct that will impede an investigation of the misconduct or
(C) At least 120 days have elapsed since you provided the information to the
relevant entityrsquos audit committee chief legal officer chief compliance officer (or their
equivalents) or your supervisor or since you received the information if you received it
under circumstances indicating that the entityrsquos audit committee chief legal officer
chief compliance officer (or their equivalents) or your supervisor was already aware of
the information
(vi) If you obtained the information from a person who is subject to this section
unless the information is not excluded from that personrsquos use pursuant to this section
or you are providing the Commission with information about possible violations
involving that person
(5) The Commission will consider you to be an original source of the same
information that we obtain from another source if the information satisfies the
definition of original information and the other source obtained the information from
you or your representative In order to be considered an original source of information
that the Commission receives from Congress any other authority of the federal
government a state Attorney General or securities regulatory authority any self-
regulatory organization or the Public Company Accounting Oversight Board you must
have voluntarily given such authorities the information within the meaning of these
rules You must establish your status as the original source of information to the
Commissionrsquos satisfaction In determining whether you are the original source of
information the Commission may seek assistance and confirmation from one of the
other authorities described above or from another entity (including your employer) in
the event that you claim to be the original source of information that an authority or
another entity provided to the Commission
(6) If the Commission already knows some information about a matter from
other sources at the time you make your submission and you are not an original source
of that information under paragraph (b)(5) of this section the Commission will consider
you an original source of any information you provide that is derived from your
independent knowledge or analysis and that materially adds to the information that the
Commission already possesses
(7) If you provide information to the Congress any other authority of the federal
government a state Attorney General or securities regulatory authority any self-
regulatory organization or the Public Company Accounting Oversight Board or to an
entityrsquos internal whistleblower legal or compliance procedures for reporting allegations
of possible violations of law and you within 120 days submit the same information to
the Commission pursuant to sect 24021F-9 of this chapter as you must do in order for you
to be eligible to be considered for an award then for purposes of evaluating your claim
to an award under sectsect 24021F-10 and 24021F-11 of this chapter the Commission will
consider that you provided information as of the date of your original disclosure report
or submission to one of these other authorities or persons You must establish the
effective date of any prior disclosure report or submission to the Commissionrsquos
satisfaction The Commission may seek assistance and confirmation from the other
authority or person in making this determination
(c) Information that leads to successful enforcement The Commission will
consider that you provided original information that led to the successful enforcement
of a judicial or administrative action in any of the following circumstances
(1) You gave the Commission original information that was sufficiently specific
credible and timely to cause the staff to commence an examination open an
investigation reopen an investigation that the Commission had closed or to inquire
concerning different conduct as part of a current examination or investigation and the
Commission brought a successful judicial or administrative action based in whole or in
part on conduct that was the subject of your original information or
(2) You gave the Commission original information about conduct that was
already under examination or investigation by the Commission the Congress any other
authority of the federal government a state Attorney General or securities regulatory
authority any self-regulatory organization or the PCAOB (except in cases where you
were an original source of this information as defined in paragraph (b)(4) of this
section) and your submission significantly contributed to the success of the action
(3) You reported original information through an entityrsquos internal whistleblower
legal or compliance procedures for reporting allegations of possible violations of law
before or at the same time you reported them to the Commission the entity later
provided your information to the Commission or provided results of an audit or
investigation initiated in whole or in part in response to information you reported to the
entity and the information the entity provided to the Commission satisfies either
paragraph (c)(1) or (c)(2) of this section Under this paragraph (c)(3) you must also
submit the same information to the Commission in accordance with the procedures set
forth in sect24021F-9 within 120 days of providing it to the entity
(d) An action generally means a single captioned judicial or administrative
proceeding brought by the Commission Notwithstanding the foregoing
(1) For purposes of making an award under sect 24021F-10 of this chapter the
Commission will treat as a Commission action two or more administrative or judicial
proceedings brought by the Commission if these proceedings arise out of the same
nucleus of operative facts or
(2) For purposes of determining the payment on an award under sect 24021F-14 of
this chapter the Commission will deem as part of the Commission action upon which
the award was based any subsequent Commission proceeding that individually results
in a monetary sanction of $1000000 or less and that arises out of the same nucleus of
operative facts
(e) Monetary sanctions means any money including penalties disgorgement
and interest ordered to be paid and any money deposited into a disgorgement fund or
other fund pursuant to Section 308(b) of the Sarbanes-Oxley Act of 2002 (15 USC
7246(b)) as a result of a Commission action or a related action
(f) Appropriate regulatory agency means the Commission the Comptroller of the
Currency the Board of Governors of the Federal Reserve System the Federal Deposit
Insurance Corporation the Office of Thrift Supervision and any other agencies that may
be defined as appropriate regulatory agencies under Section 3(a)(34) of the Exchange
Act (15 USC 78c(a)(34))
(g) Appropriate regulatory authority means an appropriate regulatory agency
other than the Commission
(h) Self-regulatory organization means any national securities exchange
registered securities association registered clearing agency the Municipal Securities
Rulemaking Board and any other organizations that may be defined as self-regulatory
organizations under Section 3(a)(26) of the Exchange Act (15 USC 78c(a)(26))
sect 24021F-5 Amount of award
(a) The determination of the amount of an award is in the discretion of the
Commission
(b) If all of the conditions are met for a whistleblower award in connection with a
Commission action or a related action the Commission will then decide the percentage
amount of the award applying the criteria set forth in sect 24021F-6 of this chapter and
pursuant to the procedures set forth in sectsect 24021F-10 and 24021F-11 of this chapter
The amount will be at least 10 percent and no more than 30 percent of the monetary
sanctions that the Commission and the other authorities are able to collect The
percentage awarded in connection with a Commission action may differ from the
percentage awarded in connection with a related action
(c) If the Commission makes awards to more than one whistleblower in
connection with the same action or related action the Commission will determine an
individual percentage award for each whistleblower but in no event will the total
amount awarded to all whistleblowers in the aggregate be less than 10 percent or greater
than 30 percent of the amount the Commission or the other authorities collect
sect 24021F-6 Criteria for determining amount of award
In exercising its discretion to determine the appropriate award percentage the
Commission may consider the following factors in relation to the unique facts and
circumstances of each case and may increase or decrease the award percentage based
on its analysis of these factors In the event that awards are determined for multiple
whistleblowers in connection an action these factors will be used to determine the
relative allocation of awards among the whistleblowers
(a) Factors that may increase the amount of a whistleblowerrsquos award In
determining whether to increase the amount of an award the Commission will consider
the following factors which are not listed in order of importance
(1) Significance of the information provided by the whistleblower The
Commission will assess the significance of the information provided by a whistleblower
to the success of the Commission action or related action In considering this factor the
Commission may take into account among other things
(i) The nature of the information provided by the whistleblower and how it
related to the successful enforcement action including whether the reliability and
completeness of the information provided to the Commission by the whistleblower
resulted in the conservation of Commission resources
(ii) The degree to which the information provided by the whistleblower
supported one or more successful claims brought in the Commission or related action
(2) Assistance provided by the whistleblower The Commission will assess the
degree of assistance provided by the whistleblower and any legal representative of the
whistleblower in the Commission action or related action In considering this factor the
Commission may take into account among other things
(i) Whether the whistleblower provided ongoing extensive and timely
cooperation and assistance by for example helping to explain complex transactions
interpreting key evidence or identifying new and productive lines of inquiry
(ii) The timeliness of the whistleblowerrsquos initial report to the Commission or to
an internal compliance or reporting system of business organizations committing or
impacted by the securities violations where appropriate
(iii) The resources conserved as a result of the whistleblowerrsquos assistance
(iv) Whether the whistleblower appropriately encouraged or authorized others to
assist the staff of the Commission who might otherwise not have participated in the
investigation or related action
(v) The efforts undertaken by the whistleblower to remediate the harm caused by
the violations including assisting the authorities in the recovery of the fruits and
instrumentalities of the violations and
(vi) Any unique hardships experienced by the whistleblower as a result of his or
her reporting and assisting in the enforcement action
(3) Law enforcement interest The Commission will assess its programmatic
interest in deterring violations of the securities laws by making awards to
whistleblowers who provide information that leads to the successful enforcement of
such laws In considering this factor the Commission may take into account among
other things
(i) The degree to which an award enhances the Commissionrsquos ability to enforce
the federal securities laws and protect investors and
(ii) The degree to which an award encourages the submission of high quality
information from whistleblowers by appropriately rewarding whistleblowersrsquo
submission of significant information and assistance even in cases where the monetary
sanctions available for collection are limited or potential monetary sanctions were
reduced or eliminated by the Commission because an entity self-reported a securities
violation following the whistleblowerrsquos related internal disclosure report or
submission
(iii) Whether the subject matter of the action is a Commission priority whether
the reported misconduct involves regulated entities or fiduciaries whether the
whistleblower exposed an industry-wide practice the type and severity of the securities
violations the age and duration of misconduct the number of violations and the
isolated repetitive or ongoing nature of the violations and
(iv) The dangers to investors or others presented by the underlying violations
involved in the enforcement action including the amount of harm or potential harm
caused by the underlying violations the type of harm resulting from or threatened by
the underlying violations and the number of individuals or entities harmed
(4) Participation in internal compliance systems The Commission will assess
whether and the extent to which the whistleblower and any legal representative of the
whistleblower participated in internal compliance systems In considering this factor
the Commission may take into account among other things
(i) Whether and the extent to which a whistleblower reported the possible
securities violations through internal whistleblower legal or compliance procedures
before or at the same time as reporting them to the Commission and
(ii) Whether and the extent to which a whistleblower assisted any internal
investigation or inquiry concerning the reported securities violations
(b) Factors that may decrease the amount of a whistleblowerrsquos award In
determining whether to decrease the amount of an award the Commission will consider
the following factors which are not listed in order of importance
(1) Culpability The Commission will assess the culpability or involvement of the
whistleblower in matters associated with the Commissionrsquos action or related actions In
considering this factor the Commission may take into account among other things
(i) The whistleblowerrsquos role in the securities violations
(ii) The whistleblowerrsquos education training experience and position of
responsibility at the time the violations occurred
(iii) Whether the whistleblower acted with scienter both generally and in
relation to others who participated in the violations
(iv) Whether the whistleblower financially benefitted from the violations
(v) Whether the whistleblower is a recidivist
(vi) The egregiousness of the underlying fraud committed by the whistleblower
and
(vii) Whether the whistleblower knowingly interfered with the Commissionrsquos
investigation of the violations or related enforcement actions
(2) Unreasonable reporting delay The Commission will assess whether the
whistleblower unreasonably delayed reporting the securities violations In considering
this factor the Commission may take into account among other things
(i) Whether the whistleblower was aware of the relevant facts but failed to take
reasonable steps to report or prevent the violations from occurring or continuing
(ii) Whether the whistleblower was aware of the relevant facts but only reported
them after learning about a related inquiry investigation or enforcement action and
(iii) Whether there was a legitimate reason for the whistleblower to delay
reporting the violations
(3) Interference with internal compliance and reporting systems The
Commission will assess in cases where the whistleblower interacted with his or her
entityrsquos internal compliance or reporting system whether the whistleblower
undermined the integrity of such system In considering this factor the Commission
will take into account whether there is evidence provided to the Commission that the
whistleblower knowingly
(i) Interfered with an entityrsquos established legal compliance or audit procedures
to prevent or delay detection of the reported securities violation
(ii) Made any material false fictitious or fraudulent statements or
representations that hindered an entityrsquos efforts to detect investigate or remediate the
reported securities violations and
(iii) Provided any false writing or document knowing the writing or document
contained any false fictitious or fraudulent statements or entries that hindered an
entityrsquos efforts to detect investigate or remediate the reported securities violations
sect 24021F-7 Confidentiality of submissions
(a) Section 21F(h)(2) of the Exchange Act (15 USC 78u-6(h)(2)) requires that
the Commission not disclose information that could reasonably be expected to reveal
the identity of a whistleblower except that the Commission may disclose such
information in the following circumstances
(1) When disclosure is required to a defendant or respondent in connection with
a federal court or administrative action that the Commission files or in another public
action or proceeding that is filed by an authority to which we provide the information as
described below
(2) When the Commission determines that it is necessary to accomplish the
purposes of the Exchange Act (15 USC 78a) and to protect investors it may provide
your information to the Department of Justice an appropriate regulatory authority a
self regulatory organization a state attorney general in connection with a criminal
investigation any appropriate state regulatory authority the Public Company
Accounting Oversight Board or foreign securities and law enforcement authorities
Each of these entities other than foreign securities and law enforcement authorities is
subject to the confidentiality requirements set forth in Section 21F(h) of the Exchange
Act (15 USC 78u-6(h)) The Commission will determine what assurances of
confidentiality it deems appropriate in providing such information to foreign securities
and law enforcement authorities
(3) The Commission may make disclosures in accordance with the Privacy Act of
1974 (5 USC 552a)
(b) You may submit information to the Commission anonymously If you do so
however you must also do the following
(1) You must have an attorney represent you in connection with both your
submission of information and your claim for an award and your attorneyrsquos name and
contact information must be provided to the Commission at the time you submit your
information
(2) You and your attorney must follow the procedures set forth in sect 24021F-9 of
this chapter for submitting original information anonymously and
(3) Before the Commission will pay any award to you you must disclose your
identity to the Commission and your identity must be verified by the Commission as set
forth in sect 24021F-10 of this chapter
sect 24021F-8 Eligibility
(a) To be eligible for a whistleblower award you must give the Commission
information in the form and manner that the Commission requires The procedures for
submitting information and making a claim for an award are described in sect 24021F-9
through sect 24021F-11 of this chapter You should read these procedures carefully
because you need to follow them in order to be eligible for an award except that the
Commission may in its sole discretion waive any of these procedures based upon a
showing of extraordinary circumstances
(b) In addition to any forms required by these rules the Commission may also
require that you provide certain additional information You may be required to
(1) Provide explanations and other assistance in order that the staff may evaluate
and use the information that you submitted
(2) Provide all additional information in your possession that is related to the
subject matter of your submission in a complete and truthful manner through follow-up
meetings or in other forms that our staff may agree to
(3) Provide testimony or other evidence acceptable to the staff relating to
whether you are eligible or otherwise satisfy any of the conditions for an award and
(4) Enter into a confidentiality agreement in a form acceptable to the Office of
the Whistleblower covering any non-public information that the Commission provides
to you and including a provision that a violation of the agreement may lead to your
ineligibility to receive an award
(c) You are not eligible to be considered for an award if you do not satisfy the
requirements of paragraphs (a) and (b) of this section In addition you are not eligible
if
(1) You are or were at the time you acquired the original information provided to
the Commission a member officer or employee of the Commission the Department of
Justice an appropriate regulatory agency a self-regulatory organization the Public
Company Accounting Oversight Board or any law enforcement organization
(2) You are or were at the time you acquired the original information provided
to the Commission a member officer or employee of a foreign government any
political subdivision department agency or instrumentality of a foreign government or
any other foreign financial regulatory authority as that term is defined in Section
3(a)(52) of the Exchange Act (15 USC 78c(a)(52))
(3) You are convicted of a criminal violation that is related to the Commission
action or to a related action (as defined in sect 24021F-4 of this chapter) for which you
otherwise could receive an award
(4) You obtained the original information that you gave the Commission through
an audit of a companyrsquos financial statements and making a whistleblower submission
would be contrary to requirements of Section 10A of the Exchange Act (15 USC 78j-a)
(5) You are the spouse parent child or sibling of a member or employee of the
Commission or you reside in the same household as a member or employee of the
Commission
(6) You acquired the original information you gave the Commission from a
person
(i) Who is subject to paragraph (c)(4) of this section unless the information is
not excluded from that personrsquos use or you are providing the Commission with
information about possible violations involving that person or
(ii) With the intent to evade any provision of these rules or
(7) In your whistleblower submission your other dealings with the Commission
or your dealings with another authority in connection with a related action you
knowingly and willfully make any false fictitious or fraudulent statement or
representation or use any false writing or document knowing that it contains any false
fictitious or fraudulent statement or entry with intent to mislead or otherwise hinder
the Commission or another authority
sect 24021F-9 Procedures for submitting original information
(a) To be considered a whistleblower under Section 21F of the Exchange Act (15
USC 78u-6(h)) you must submit your information about a possible securities law
violation by either of these methods
(1) Online through the Commissionrsquos website located at wwwsecgov or
(2) By mailing or faxing a Form TCR (Tip Complaint or Referral) (referenced in
sect 2491800 of this chapter) to the SEC Office of the Whistleblower 100 F Street NE
Washington DC 20549-5631 Fax (703) 813-9322
(b) Further to be eligible for an award you must declare under penalty of perjury
at the time you submit your information pursuant to paragraph (a)(1) or (2) of this
section that your information is true and correct to the best of your knowledge and
belief
(c) Notwithstanding paragraphs (a) and (b) of this section if you are providing
your original information to the Commission anonymously then your attorney must
submit your information on your behalf pursuant to the procedures specified in
paragraph (a) of this section Prior to your attorneys submission you must provide
your attorney with a completed Form TCR (referenced in sect2491800 of this chapter)
that you have signed under penalty of perjury When your attorney makes her
submission on your behalf your attorney will be required to certify that he or she
(1) Has verified your identity
(2) Has reviewed your completed and signed Form TCR (referenced in sect2491800
of this chapter) for completeness and accuracy and that the information contained
therein is true correct and complete to the best of the attorneys knowledge
information and belief
(3) Has obtained your non-waivable consent to provide the Commission with
your original completed and signed Form TCR (referenced in sect2491800 of this chapter)
in the event that the Commission requests it due to concerns that you may have
knowingly and willfully made false fictitious or fraudulent statements or
representations or used any false writing or document knowing that the writing or
document contains any false fictitious or fraudulent statement or entry and
(4) Consents to be legally obligated to provide the signed Form TCR (referenced
in sect2491800 of this chapter) within seven (7) calendar days of receiving such request
from the Commission
(d) If you submitted original information in writing to the Commission after July
21 2010 (the date of enactment of the Dodd-Frank Wall Street Reform and Consumer
Protection Act) but before the effective date of these rules your submission will be
deemed to satisfy the requirements set forth in paragraphs (a) and (b) of this section If
you were an anonymous whistleblower however you must provide your attorney with a
completed and signed copy of Form TCR (referenced in sect2491800 of this chapter)
within 60 days of the effective date of these rules your attorney must retain the signed
form in his or her records and you must provide of copy of the signed form to the
Commission staff upon request by Commission staff prior to any payment of an award
to you in connection with your submission Notwithstanding the foregoing you must
follow the procedures and conditions for making a claim for a whistleblower award
described in sectsect 24021F-10 and 24021F-11 of this chapter
sect 24021F-10 Procedures for making a claim for a whistleblower
award in SEC actions that result in monetary sanctions in excess of
$1000000
(a) Whenever a Commission action results in monetary sanctions totaling more
than $1000000 the Office of the Whistleblower will cause to be published on the
Commissionrsquos website a ldquoNotice of Covered Actionrdquo Such Notice will be published
subsequent to the entry of a final judgment or order that alone or collectively with other
judgments or orders previously entered in the Commission action exceeds $1000000
or in the absence of such judgment or order subsequent to the deposit of monetary
sanctions exceeding $1000000 into a disgorgement or other fund pursuant to Section
308(b) of the Sarbanes-Oxley Act of 2002 A claimant will have ninety (90) days from
the date of the Notice of Covered Action to file a claim for an award based on that action
or the claim will be barred
(b) To file a claim for a whistleblower award you must file Form WB-APP
Application for Award for Original Information Provided Pursuant to Section 21F of
the Securities Exchange Act of 1934 (referenced in sect 2491801 of this chapter) You
must sign this form as the claimant and submit it to the Office of the Whistleblower by
mail or fax All claim forms including any attachments must be received by the Office
of the Whistleblower within ninety (90) calendar days of the date of the Notice of
Covered Action in order to be considered for an award
(c) If you provided your original information to the Commission anonymously
you must disclose your identity on the Form WB-APP (referenced in sect 2491801 of this
chapter) and your identity must be verified in a form and manner that is acceptable to
the Office of the Whistleblower prior to the payment of any award
(d) Once the time for filing any appeals of the Commissionrsquos judicial or
administrative action has expired or where an appeal has been filed after all appeals in
the action have been concluded the staff designated by the Director of the Division of
Enforcement (ldquoClaims Review Staffrdquo) will evaluate all timely whistleblower award claims
submitted on Form WB-APP (referenced in sect 2491801 of this chapter) in accordance
with the criteria set forth in these rules In connection with this process the Office of
the Whistleblower may require that you provide additional information relating to your
eligibility for an award or satisfaction of any of the conditions for an award as set forth
in sect 24021F-(8)(b) of this chapter Following that evaluation the Office of the
Whistleblower will send you a Preliminary Determination setting forth a preliminary
assessment as to whether the claim should be allowed or denied and if allowed setting
forth the proposed award percentage amount
(e) You may contest the Preliminary Determination made by the Claims Review
Staff by submitting a written response to the Office of the Whistleblower setting forth
the grounds for your objection to either the denial of an award or the proposed amount
of an award The response must be in the form and manner that the Office of the
Whistleblower shall require You may also include documentation or other evidentiary
support for the grounds advanced in your response
(1) Before determining whether to contest a Preliminary Determination you
may
(i) Within thirty (30) days of the date of the Preliminary Determination request
that the Office of the Whistleblower make available for your review the materials from
among those set forth in sect 24021F-12(a) of this chapter that formed the basis of the
Claims Review Staffrsquos Preliminary Determination
(ii) Within thirty (30) calendar days of the date of the Preliminary
Determination request a meeting with the Office of the Whistleblower however such
meetings are not required and the office may in its sole discretion decline the request
(2) If you decide to contest the Preliminary Determination you must submit
your written response and supporting materials within sixty (60) calendar days of the
date of the Preliminary Determination or if a request to review materials is made
pursuant to paragraph (e)(1) of this section then within sixty (60) calendar days of the
Office of the Whistleblower making those materials available for your review
(f) If you fail to submit a timely response pursuant to paragraph (e) of this
section then the Preliminary Determination will become the Final Order of the
Commission (except where the Preliminary Determination recommended an award in
which case the Preliminary Determination will be deemed a Proposed Final
Determination for purposes of paragraph (h) of this section) Your failure to submit a
timely response contesting a Preliminary Determination will constitute a failure to
exhaust administrative remedies and you will be prohibited from pursuing an appeal
pursuant to sect 24021F-13 of this chapter
(g) If you submit a timely response pursuant to paragraph (e) of this section
then the Claims Review Staff will consider the issues and grounds advanced in your
response along with any supporting documentation you provided and will make its
Proposed Final Determination
(h) The Office of the Whistleblower will then notify the Commission of each
Proposed Final Determination Within thirty 30 days thereafter any Commissioner
may request that the Proposed Final Determination be reviewed by the Commission If
no Commissioner requests such a review within the 30-day period then the Proposed
Final Determination will become the Final Order of the Commission In the event a
Commissioner requests a review the Commission will review the record that the staff
relied upon in making its determinations including your previous submissions to the
Office of the Whistleblower and issue its Final Order
(i) The Office of the Whistleblower will provide you with the Final Order of the
Commission
sect 24021F-11 Procedures for determining awards based upon a related
action (a) If you are eligible to receive an award following a Commission action
that results in monetary sanctions totaling more than $1000000 you also may be
eligible to receive an award based on the monetary sanctions that are collected from a
related action (as defined in sect 24021F-3 of this chapter)
(b) You must also use Form WB-APP (referenced in sect 2491801 of this chapter)
to submit a claim for an award in a related action You must sign this form as the
claimant and submit it to the Office of the Whistleblower by mail or fax as follows
(1) If a final order imposing monetary sanctions has been entered in a related
action at the time you submit your claim for an award in connection with a Commission
action you must submit your claim for an award in that related action on the same
Form WB-APP (referenced in sect 2491801 of this chapter) that you use for the
Commission action
(2) If a final order imposing monetary sanctions in a related action has not been
entered at the time you submit your claim for an award in connection with a
Commission action you must submit your claim on Form WB-APP (referenced in sect
2491801 of this chapter) within ninety (90) days of the issuance of a final order
imposing sanctions in the related action
(c) The Office of the Whistleblower may request additional information from you
in connection with your claim for an award in a related action to demonstrate that you
directly (or through the Commission) voluntarily provided the governmental agency
regulatory authority or self-regulatory organization the same original information that
led to the Commissionrsquos successful covered action and that this information led to the
successful enforcement of the related action The Office of the Whistleblower may in its
discretion seek assistance and confirmation from the other agency in making this
determination
(d) Once the time for filing any appeals of the final judgment or order in a related
action has expired or if an appeal has been filed after all appeals in the action have
been concluded the Claims Review Staff will evaluate all timely whistleblower award
claims submitted on Form WB-APP (referenced in sect 2491801 of this chapter) in
connection with the related action The evaluation will be undertaken pursuant to the
criteria set forth in these rules In connection with this process the Office of the
Whistleblower may require that you provide additional information relating to your
eligibility for an award or satisfaction of any of the conditions for an award as set forth
in sect 24021F-(8)(b) of this chapter Following this evaluation the Office of the
Whistleblower will send you a Preliminary Determination setting forth a preliminary
assessment as to whether the claim should be allowed or denied and if allowed setting
forth the proposed award percentage amount
(e) You may contest the Preliminary Determination made by the Claims Review
Staff by submitting a written response to the Office of the Whistleblower setting forth
the grounds for your objection to either the denial of an award or the proposed amount
of an award The response must be in the form and manner that the Office of the
Whistleblower shall require You may also include documentation or other evidentiary
support for the grounds advanced in your response
(1) Before determining whether to contest a Preliminary Determination you
may
(i) Within thirty (30) days of the date of the Preliminary Determination request
that the Office of the Whistleblower make available for your review the materials from
among those set forth in sect 24021F-12(a) of this chapter that formed the basis of the
Claims Review Staffrsquos Preliminary Determination
(ii) Within thirty (30) days of the date of the Preliminary Determination request
a meeting with the Office of the Whistleblower however such meetings are not required
and the office may in its sole discretion decline the request
(2) If you decide to contest the Preliminary Determination you must submit
your written response and supporting materials within sixty (60) calendar days of the
date of the Preliminary Determination or if a request to review materials is made
pursuant to paragraph (e)(1)(i) of this section then within sixty (60) calendar days of
the Office of the Whistleblower making those materials available for your review
(f) If you fail to submit a timely response pursuant to paragraph (e) of this
section then the Preliminary Determination will become the Final Order of the
Commission (except where the Preliminary Determination recommended an award in
which case the Preliminary Determination will be deemed a Proposed Final
Determination for purposes of paragraph (h) of this section) Your failure to submit a
timely response contesting a Preliminary Determination will constitute a failure to
exhaust administrative remedies and you will be prohibited from pursuing an appeal
pursuant to sect 24021F-13 of this chapter
(g) If you submit a timely response pursuant to paragraph (e) of this section
then the Claims Review Staff will consider the issues and grounds that you advanced in
your response along with any supporting documentation you provided and will make
its Proposed Final Determination
(h) The Office of the Whistleblower will notify the Commission of each Proposed
Final Determination Within thirty 30 days thereafter any Commissioner may request
that the Proposed Final Determination be reviewed by the Commission If no
Commissioner requests such a review within the 30-day period then the Proposed Final
Determination will become the Final Order of the Commission In the event a
Commissioner requests a review the Commission will review the record that the staff
relied upon in making its determinations including your previous submissions to the
Office of the Whistleblower and issue its Final Order
(i) The Office of the Whistleblower will provide you with the Final Order of the
Commission
sect 24021F-12 Materials that may form the basis of an award determination
and that may comprise the record on appeal
(a) The following items constitute the materials that the Commission and the
Claims Review Staff may rely upon to make an award determination pursuant to sectsect
24021F-10 and 24021F-11 of this chapter
(1) Any publicly available materials from the covered action or related action
including
(i) The complaint notice of hearing answers and any amendments thereto
(ii) The final judgment consent order or final administrative order
(iii) Any transcripts of the proceedings including any exhibits
(iv) Any items that appear on the docket and
(v) Any appellate decisions or orders
(2) The whistleblowerrsquos Form TCR (referenced in sect2491800 of this chapter)
including attachments and other related materials provided by the whistleblower to
assist the Commission with the investigation or examination
(3) The whistleblowerrsquos Form WB-APP (referenced in sect2491800 of this chapter)
including attachments and any other filings or submissions from the whistleblower in
support of the award application
(4) Sworn declarations (including attachments) from the Commission staff
regarding any matters relevant to the award determination
(5) With respect to an award claim involving a related action any statements or
other information that the entity provides or identifies in connection with an award
determination provided the entity has authorized the Commission to share the
information with the claimant (Neither the Commission nor the Claims Review Staff
may rely upon information that the entity has not authorized the Commission to share
with the claimant) and
(6) Any other documents or materials including sworn declarations from third-
parties that are received or obtained by the Office of the Whistleblower to assist the
Commission resolve the claimantrsquos award application including information related to
the claimantrsquos eligibility (Neither the Commission nor the Claims Review Staff may rely
upon information that the entity has not authorized the Commission to share with the
claimant)
(b) These rules do not entitle claimants to obtain from the Commission any
materials (including any pre-decisional or internal deliberative process materials that
are prepared exclusively to assist the Commission in deciding the claim) other than
those listed in paragraph (a) of this section Moreover the Office of the Whistleblower
may make redactions as necessary to comply with any statutory restrictions to protect
the Commissionrsquos law enforcement and regulatory functions and to comply with
requests for confidential treatment from other law enforcement and regulatory
authorities The Office of the Whistleblower may also require you to sign a
confidentiality agreement as set forth in sect 24021F-(8)(b)(4) of this chapter before
providing these materials
sect 24021F-13 Appeals
(a) Section 21F of the Exchange Act (15 USC 78u-6) commits determinations of
whether to whom and in what amount to make awards to the Commissionrsquos discretion
A determination of whether or to whom to make an award may be appealed within 30
days after the Commission issues its final decision to the United States Court of Appeals
for the District of Columbia Circuit or to the circuit where the aggrieved person resides
or has his principal place of business Where the Commission makes an award based on
the factors set forth in sect 24021F-6 of this chapter of not less than 10 percent and not
more than 30 percent of the monetary sanctions collected in the Commission or related
action the Commissionrsquos determination regarding the amount of an award (including
the allocation of an award as between multiple whistleblowers and any factual findings
legal conclusions policy judgments or discretionary assessments involving the
Commissionrsquos consideration of the factors in sect 24021F-6 of this chapter) is not
appealable
(b) The record on appeal shall consist of the Preliminary Determination the
Final Order of the Commission and any other items from those set forth in sect 24021F-
12(a) of this chapter that either the claimant or the Commission identifies for inclusion
in the record The record on appeal shall not include any pre-decisional or internal
deliberative process materials that are prepared exclusively to assist the Commission in
deciding the claim (including the staffs Draft Final Determination in the event that the
Commissioners reviewed the claim and issued the Final Order)
sect 24021F- 14 Procedures applicable to the payment of awards
(a) Any award made pursuant to these rules will be paid from the Securities and
Exchange Commission Investor Protection Fund (the ldquoFundrdquo)
(b) A recipient of a whistleblower award is entitled to payment on the award only
to the extent that a monetary sanction is collected in the Commission action or in a
related action upon which the award is based
(c) Payment of a whistleblower award for a monetary sanction collected in a
Commission action or related action shall be made following the later of
(1) The date on which the monetary sanction is collected or
(2) The completion of the appeals process for all whistleblower award claims
arising from
(i) The Notice of Covered Action in the case of any payment of an award for a
monetary sanction collected in a Commission action or
(ii) The related action in the case of any payment of an award for a monetary
sanction collected in a related action
(d) If there are insufficient amounts available in the Fund to pay the entire
amount of an award payment within a reasonable period of time from the time for
payment specified by paragraph (c) of this section then subject to the following terms
the balance of the payment shall be paid when amounts become available in the Fund
as follows
(1) Where multiple whistleblowers are owed payments from the Fund based on
awards that do not arise from the same Notice of Covered Action (or related action)
priority in making these payments will be determined based upon the date that the
collections for which the whistleblowers are owed payments occurred If two or more of
these collections occur on the same date those whistleblowers owed payments based on
these collections will be paid on a pro rata basis until sufficient amounts become
available in the Fund to pay their entire payments
(2) Where multiple whistleblowers are owed payments from the Fund based on
awards that arise from the same Notice of Covered Action (or related action) they will
share the same payment priority and will be paid on a pro rata basis until sufficient
amounts become available in the Fund to pay their entire payments
sect 24021F-15 No amnesty
The Securities Whistleblower Incentives and Protection provisions do not provide
amnesty to individuals who provide information to the Commission The fact that you
may become a whistleblower and assist in Commission investigations and enforcement
actions does not preclude the Commission from bringing an action against you based
upon your own conduct in connection with violations of the federal securities laws If
such an action is determined to be appropriate however the Commission will take your
cooperation into consideration in accordance with its Policy Statement Concerning
Cooperation by Individuals in Investigations and Related Enforcement Actions (17 CFR
sect 20212)
sect 24021F-16 Awards to whistleblowers who engage in culpable conduct
In determining whether the required $1000000 threshold has been satisfied
(this threshold is further explained in sect 24021F-10 of this chapter) for purposes of
making any award the Commission will not take into account any monetary sanctions
that the whistleblower is ordered to pay or that are ordered against any entity whose
liability is based substantially on conduct that the whistleblower directed planned or
initiated Similarly if the Commission determines that a whistleblower is eligible for an
award any amounts that the whistleblower or such an entity pay in sanctions as a result
of the action or related actions will not be included within the calculation of the amounts
collected for purposes of making payments
sect 24021F-17 Staff communications with individuals reporting possible
securities law violations
(a) No person may take any action to impede an individual from communicating
directly with the Commission staff about a possible securities law violation including
enforcing or threatening to enforce a confidentiality agreement (other than agreements
dealing with information covered by sect 24021F-4(b)(4)(i) and sect 24021F-4(b)(4)(ii) of
this chapter related to the legal representation of a client) with respect to such
communications
(b) If you are a director officer member agent or employee of an entity that has
counsel and you have initiated communication with the Commission relating to a
possible securities law violation the staff is authorized to communicate directly with you
regarding the possible securities law violation without seeking the consent of the entityrsquos
counsel
(iv) A state attorney general in a criminal case and is based on the same original
information that the whistleblower voluntarily provided to the Commission and that led
the Commission to obtain monetary sanctions totaling more than $1000000
The terms appropriate regulatory authority and self-regulatory organization are
defined in sect 24021F-4 of this chapter
(2) In order for the Commission to make an award in connection with a related
action the Commission must determine that the same original information that the
whistleblower gave to the Commission also led to the successful enforcement of the
related action under the same criteria described in these rules for awards made in
connection with Commission actions The Commission may seek assistance and
confirmation from the authority bringing the related action in making this
determination The Commission will deny an award in connection with the related
action if
(i) The Commission determines that the criteria for an award are not satisfied or
(ii) The Commission is unable to make a determination because the Office of the
Whistleblower could not obtain sufficient and reliable information that could be used as
the basis for an award determination pursuant to sect 24021F-12(a) of this chapter
Additional procedures apply to the payment of awards in related actions These
procedures are described in sectsect 24021F-11 and 24021F-14 of this chapter
(3) The Commission will not make an award to you for a related action if you
have already been granted an award by the Commodity Futures Trading Commission
(ldquoCFTCrdquo) for that same action pursuant to its whistleblower award program under
Section 23 of the Commodity Exchange Act (7 USC 26) Similarly if the CFTC has
previously denied an award to you in a related action you will be precluded from
relitigating any issues before the Commission that the CFTC resolved against you as part
of the award denial
sect 24021F-4 Other definitions
(a) Voluntary submission of information (1) Your submission of information is
made voluntarily within the meaning of sectsect 24021F-1 through 24021F-17 of this chapter
if you provide your submission before a request inquiry or demand that relates to the
subject matter of your submission is directed to you or anyone representing you (such as
an attorney)
(i) By the Commission
(ii) In connection with an investigation inspection or examination by the Public
Company Accounting Oversight Board or any self-regulatory organization or
(iii) In connection with an investigation by the Congress any other authority of
the federal government or a state Attorney General or securities regulatory authority
(2) If the Commission or any of these other authorities direct a request inquiry
or demand as described in paragraph (1) of this section to you or your representative
first your submission will not be considered voluntary and you will not be eligible for
an award even if your response is not compelled by subpoena or other applicable law
However your submission of information to the Commission will be considered
voluntary if you voluntarily provided the same information to one of the other
authorities identified above prior to receiving a request inquiry or demand from the
Commission
(3) In addition your submission will not be considered voluntary if you are
required to report your original information to the Commission as a result of a pre-
existing legal duty a contractual duty that is owed to the Commission or to one of the
other authorities set forth in paragraph (1) of this section or a duty that arises out of a
judicial or administrative order
(b) Original information (1) In order for your whistleblower submission to be
considered original information it must be
(i) Derived from your independent knowledge or independent analysis
(ii) Not already known to the Commission from any other source unless you are
the original source of the information
(iii) Not exclusively derived from an allegation made in a judicial or
administrative hearing in a governmental report hearing audit or investigation or
from the news media unless you are a source of the information and
(iv) Provided to the Commission for the first time after July 21 2010 (the date of
enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act)
(2) Independent knowledge means factual information in your possession that is
not derived from publicly available sources You may gain independent knowledge from
your experiences communications and observations in your business or social
interactions
(3) Independent analysis means your own analysis whether done alone or in
combination with others Analysis means your examination and evaluation of
information that may be publicly available but which reveals information that is not
generally known or available to the public
(4) The Commission will not consider information to be derived from your
independent knowledge or independent analysis in any of the following circumstances
(i) If you obtained the information through a communication that was subject to
the attorney-client privilege unless disclosure of that information would otherwise be
permitted by an attorney pursuant to sect 2053(d)(2) of this chapter the applicable state
attorney conduct rules or otherwise
(ii) If you obtained the information in connection with the legal representation
of a client on whose behalf you or your employer or firm are providing services and you
seek to use the information to make a whistleblower submission for your own benefit
unless disclosure would otherwise be permitted by an attorney pursuant to sect
2053(d)(2) of this chapter the applicable state attorney conduct rules or otherwise or
(iii) In circumstances not covered by paragraphs (b)(4)(i) or (b)(4)(ii) of this
section if you obtained the information because you were
(A) An officer director trustee or partner of an entity and another person
informed you of allegations of misconduct or you learned the information in connection
with the entityrsquos processes for identifying reporting and addressing possible violations
of law
(B) An employee whose principal duties involve compliance or internal audit
responsibilities or you were employed by or otherwise associated with a firm retained to
perform compliance or internal audit functions for an entity
(C) Employed by or otherwise associated with a firm retained to conduct an
inquiry or investigation into possible violations of law or
(D) An employee of or other person associated with a public accounting firm
if you obtained the information through the performance of an engagement required of
an independent public accountant under the federal securities laws (other than an audit
subject to sect24021F-8(c)(4) of this chapter) and that information related to a violation
by the engagement client or the clientrsquos directors officers or other employees
(iv) If you obtained the information by a means or in a manner that is
determined by a United States court to violate applicable federal or state criminal law
or
(v) Exceptions Paragraph (b)(4)(iii) of this section shall not apply if
(A) You have a reasonable basis to believe that disclosure of the information to
the Commission is necessary to prevent the relevant entity from engaging in conduct
that is likely to cause substantial injury to the financial interest or property of the entity
or investors
(B) You have a reasonable basis to believe that the relevant entity is engaging in
conduct that will impede an investigation of the misconduct or
(C) At least 120 days have elapsed since you provided the information to the
relevant entityrsquos audit committee chief legal officer chief compliance officer (or their
equivalents) or your supervisor or since you received the information if you received it
under circumstances indicating that the entityrsquos audit committee chief legal officer
chief compliance officer (or their equivalents) or your supervisor was already aware of
the information
(vi) If you obtained the information from a person who is subject to this section
unless the information is not excluded from that personrsquos use pursuant to this section
or you are providing the Commission with information about possible violations
involving that person
(5) The Commission will consider you to be an original source of the same
information that we obtain from another source if the information satisfies the
definition of original information and the other source obtained the information from
you or your representative In order to be considered an original source of information
that the Commission receives from Congress any other authority of the federal
government a state Attorney General or securities regulatory authority any self-
regulatory organization or the Public Company Accounting Oversight Board you must
have voluntarily given such authorities the information within the meaning of these
rules You must establish your status as the original source of information to the
Commissionrsquos satisfaction In determining whether you are the original source of
information the Commission may seek assistance and confirmation from one of the
other authorities described above or from another entity (including your employer) in
the event that you claim to be the original source of information that an authority or
another entity provided to the Commission
(6) If the Commission already knows some information about a matter from
other sources at the time you make your submission and you are not an original source
of that information under paragraph (b)(5) of this section the Commission will consider
you an original source of any information you provide that is derived from your
independent knowledge or analysis and that materially adds to the information that the
Commission already possesses
(7) If you provide information to the Congress any other authority of the federal
government a state Attorney General or securities regulatory authority any self-
regulatory organization or the Public Company Accounting Oversight Board or to an
entityrsquos internal whistleblower legal or compliance procedures for reporting allegations
of possible violations of law and you within 120 days submit the same information to
the Commission pursuant to sect 24021F-9 of this chapter as you must do in order for you
to be eligible to be considered for an award then for purposes of evaluating your claim
to an award under sectsect 24021F-10 and 24021F-11 of this chapter the Commission will
consider that you provided information as of the date of your original disclosure report
or submission to one of these other authorities or persons You must establish the
effective date of any prior disclosure report or submission to the Commissionrsquos
satisfaction The Commission may seek assistance and confirmation from the other
authority or person in making this determination
(c) Information that leads to successful enforcement The Commission will
consider that you provided original information that led to the successful enforcement
of a judicial or administrative action in any of the following circumstances
(1) You gave the Commission original information that was sufficiently specific
credible and timely to cause the staff to commence an examination open an
investigation reopen an investigation that the Commission had closed or to inquire
concerning different conduct as part of a current examination or investigation and the
Commission brought a successful judicial or administrative action based in whole or in
part on conduct that was the subject of your original information or
(2) You gave the Commission original information about conduct that was
already under examination or investigation by the Commission the Congress any other
authority of the federal government a state Attorney General or securities regulatory
authority any self-regulatory organization or the PCAOB (except in cases where you
were an original source of this information as defined in paragraph (b)(4) of this
section) and your submission significantly contributed to the success of the action
(3) You reported original information through an entityrsquos internal whistleblower
legal or compliance procedures for reporting allegations of possible violations of law
before or at the same time you reported them to the Commission the entity later
provided your information to the Commission or provided results of an audit or
investigation initiated in whole or in part in response to information you reported to the
entity and the information the entity provided to the Commission satisfies either
paragraph (c)(1) or (c)(2) of this section Under this paragraph (c)(3) you must also
submit the same information to the Commission in accordance with the procedures set
forth in sect24021F-9 within 120 days of providing it to the entity
(d) An action generally means a single captioned judicial or administrative
proceeding brought by the Commission Notwithstanding the foregoing
(1) For purposes of making an award under sect 24021F-10 of this chapter the
Commission will treat as a Commission action two or more administrative or judicial
proceedings brought by the Commission if these proceedings arise out of the same
nucleus of operative facts or
(2) For purposes of determining the payment on an award under sect 24021F-14 of
this chapter the Commission will deem as part of the Commission action upon which
the award was based any subsequent Commission proceeding that individually results
in a monetary sanction of $1000000 or less and that arises out of the same nucleus of
operative facts
(e) Monetary sanctions means any money including penalties disgorgement
and interest ordered to be paid and any money deposited into a disgorgement fund or
other fund pursuant to Section 308(b) of the Sarbanes-Oxley Act of 2002 (15 USC
7246(b)) as a result of a Commission action or a related action
(f) Appropriate regulatory agency means the Commission the Comptroller of the
Currency the Board of Governors of the Federal Reserve System the Federal Deposit
Insurance Corporation the Office of Thrift Supervision and any other agencies that may
be defined as appropriate regulatory agencies under Section 3(a)(34) of the Exchange
Act (15 USC 78c(a)(34))
(g) Appropriate regulatory authority means an appropriate regulatory agency
other than the Commission
(h) Self-regulatory organization means any national securities exchange
registered securities association registered clearing agency the Municipal Securities
Rulemaking Board and any other organizations that may be defined as self-regulatory
organizations under Section 3(a)(26) of the Exchange Act (15 USC 78c(a)(26))
sect 24021F-5 Amount of award
(a) The determination of the amount of an award is in the discretion of the
Commission
(b) If all of the conditions are met for a whistleblower award in connection with a
Commission action or a related action the Commission will then decide the percentage
amount of the award applying the criteria set forth in sect 24021F-6 of this chapter and
pursuant to the procedures set forth in sectsect 24021F-10 and 24021F-11 of this chapter
The amount will be at least 10 percent and no more than 30 percent of the monetary
sanctions that the Commission and the other authorities are able to collect The
percentage awarded in connection with a Commission action may differ from the
percentage awarded in connection with a related action
(c) If the Commission makes awards to more than one whistleblower in
connection with the same action or related action the Commission will determine an
individual percentage award for each whistleblower but in no event will the total
amount awarded to all whistleblowers in the aggregate be less than 10 percent or greater
than 30 percent of the amount the Commission or the other authorities collect
sect 24021F-6 Criteria for determining amount of award
In exercising its discretion to determine the appropriate award percentage the
Commission may consider the following factors in relation to the unique facts and
circumstances of each case and may increase or decrease the award percentage based
on its analysis of these factors In the event that awards are determined for multiple
whistleblowers in connection an action these factors will be used to determine the
relative allocation of awards among the whistleblowers
(a) Factors that may increase the amount of a whistleblowerrsquos award In
determining whether to increase the amount of an award the Commission will consider
the following factors which are not listed in order of importance
(1) Significance of the information provided by the whistleblower The
Commission will assess the significance of the information provided by a whistleblower
to the success of the Commission action or related action In considering this factor the
Commission may take into account among other things
(i) The nature of the information provided by the whistleblower and how it
related to the successful enforcement action including whether the reliability and
completeness of the information provided to the Commission by the whistleblower
resulted in the conservation of Commission resources
(ii) The degree to which the information provided by the whistleblower
supported one or more successful claims brought in the Commission or related action
(2) Assistance provided by the whistleblower The Commission will assess the
degree of assistance provided by the whistleblower and any legal representative of the
whistleblower in the Commission action or related action In considering this factor the
Commission may take into account among other things
(i) Whether the whistleblower provided ongoing extensive and timely
cooperation and assistance by for example helping to explain complex transactions
interpreting key evidence or identifying new and productive lines of inquiry
(ii) The timeliness of the whistleblowerrsquos initial report to the Commission or to
an internal compliance or reporting system of business organizations committing or
impacted by the securities violations where appropriate
(iii) The resources conserved as a result of the whistleblowerrsquos assistance
(iv) Whether the whistleblower appropriately encouraged or authorized others to
assist the staff of the Commission who might otherwise not have participated in the
investigation or related action
(v) The efforts undertaken by the whistleblower to remediate the harm caused by
the violations including assisting the authorities in the recovery of the fruits and
instrumentalities of the violations and
(vi) Any unique hardships experienced by the whistleblower as a result of his or
her reporting and assisting in the enforcement action
(3) Law enforcement interest The Commission will assess its programmatic
interest in deterring violations of the securities laws by making awards to
whistleblowers who provide information that leads to the successful enforcement of
such laws In considering this factor the Commission may take into account among
other things
(i) The degree to which an award enhances the Commissionrsquos ability to enforce
the federal securities laws and protect investors and
(ii) The degree to which an award encourages the submission of high quality
information from whistleblowers by appropriately rewarding whistleblowersrsquo
submission of significant information and assistance even in cases where the monetary
sanctions available for collection are limited or potential monetary sanctions were
reduced or eliminated by the Commission because an entity self-reported a securities
violation following the whistleblowerrsquos related internal disclosure report or
submission
(iii) Whether the subject matter of the action is a Commission priority whether
the reported misconduct involves regulated entities or fiduciaries whether the
whistleblower exposed an industry-wide practice the type and severity of the securities
violations the age and duration of misconduct the number of violations and the
isolated repetitive or ongoing nature of the violations and
(iv) The dangers to investors or others presented by the underlying violations
involved in the enforcement action including the amount of harm or potential harm
caused by the underlying violations the type of harm resulting from or threatened by
the underlying violations and the number of individuals or entities harmed
(4) Participation in internal compliance systems The Commission will assess
whether and the extent to which the whistleblower and any legal representative of the
whistleblower participated in internal compliance systems In considering this factor
the Commission may take into account among other things
(i) Whether and the extent to which a whistleblower reported the possible
securities violations through internal whistleblower legal or compliance procedures
before or at the same time as reporting them to the Commission and
(ii) Whether and the extent to which a whistleblower assisted any internal
investigation or inquiry concerning the reported securities violations
(b) Factors that may decrease the amount of a whistleblowerrsquos award In
determining whether to decrease the amount of an award the Commission will consider
the following factors which are not listed in order of importance
(1) Culpability The Commission will assess the culpability or involvement of the
whistleblower in matters associated with the Commissionrsquos action or related actions In
considering this factor the Commission may take into account among other things
(i) The whistleblowerrsquos role in the securities violations
(ii) The whistleblowerrsquos education training experience and position of
responsibility at the time the violations occurred
(iii) Whether the whistleblower acted with scienter both generally and in
relation to others who participated in the violations
(iv) Whether the whistleblower financially benefitted from the violations
(v) Whether the whistleblower is a recidivist
(vi) The egregiousness of the underlying fraud committed by the whistleblower
and
(vii) Whether the whistleblower knowingly interfered with the Commissionrsquos
investigation of the violations or related enforcement actions
(2) Unreasonable reporting delay The Commission will assess whether the
whistleblower unreasonably delayed reporting the securities violations In considering
this factor the Commission may take into account among other things
(i) Whether the whistleblower was aware of the relevant facts but failed to take
reasonable steps to report or prevent the violations from occurring or continuing
(ii) Whether the whistleblower was aware of the relevant facts but only reported
them after learning about a related inquiry investigation or enforcement action and
(iii) Whether there was a legitimate reason for the whistleblower to delay
reporting the violations
(3) Interference with internal compliance and reporting systems The
Commission will assess in cases where the whistleblower interacted with his or her
entityrsquos internal compliance or reporting system whether the whistleblower
undermined the integrity of such system In considering this factor the Commission
will take into account whether there is evidence provided to the Commission that the
whistleblower knowingly
(i) Interfered with an entityrsquos established legal compliance or audit procedures
to prevent or delay detection of the reported securities violation
(ii) Made any material false fictitious or fraudulent statements or
representations that hindered an entityrsquos efforts to detect investigate or remediate the
reported securities violations and
(iii) Provided any false writing or document knowing the writing or document
contained any false fictitious or fraudulent statements or entries that hindered an
entityrsquos efforts to detect investigate or remediate the reported securities violations
sect 24021F-7 Confidentiality of submissions
(a) Section 21F(h)(2) of the Exchange Act (15 USC 78u-6(h)(2)) requires that
the Commission not disclose information that could reasonably be expected to reveal
the identity of a whistleblower except that the Commission may disclose such
information in the following circumstances
(1) When disclosure is required to a defendant or respondent in connection with
a federal court or administrative action that the Commission files or in another public
action or proceeding that is filed by an authority to which we provide the information as
described below
(2) When the Commission determines that it is necessary to accomplish the
purposes of the Exchange Act (15 USC 78a) and to protect investors it may provide
your information to the Department of Justice an appropriate regulatory authority a
self regulatory organization a state attorney general in connection with a criminal
investigation any appropriate state regulatory authority the Public Company
Accounting Oversight Board or foreign securities and law enforcement authorities
Each of these entities other than foreign securities and law enforcement authorities is
subject to the confidentiality requirements set forth in Section 21F(h) of the Exchange
Act (15 USC 78u-6(h)) The Commission will determine what assurances of
confidentiality it deems appropriate in providing such information to foreign securities
and law enforcement authorities
(3) The Commission may make disclosures in accordance with the Privacy Act of
1974 (5 USC 552a)
(b) You may submit information to the Commission anonymously If you do so
however you must also do the following
(1) You must have an attorney represent you in connection with both your
submission of information and your claim for an award and your attorneyrsquos name and
contact information must be provided to the Commission at the time you submit your
information
(2) You and your attorney must follow the procedures set forth in sect 24021F-9 of
this chapter for submitting original information anonymously and
(3) Before the Commission will pay any award to you you must disclose your
identity to the Commission and your identity must be verified by the Commission as set
forth in sect 24021F-10 of this chapter
sect 24021F-8 Eligibility
(a) To be eligible for a whistleblower award you must give the Commission
information in the form and manner that the Commission requires The procedures for
submitting information and making a claim for an award are described in sect 24021F-9
through sect 24021F-11 of this chapter You should read these procedures carefully
because you need to follow them in order to be eligible for an award except that the
Commission may in its sole discretion waive any of these procedures based upon a
showing of extraordinary circumstances
(b) In addition to any forms required by these rules the Commission may also
require that you provide certain additional information You may be required to
(1) Provide explanations and other assistance in order that the staff may evaluate
and use the information that you submitted
(2) Provide all additional information in your possession that is related to the
subject matter of your submission in a complete and truthful manner through follow-up
meetings or in other forms that our staff may agree to
(3) Provide testimony or other evidence acceptable to the staff relating to
whether you are eligible or otherwise satisfy any of the conditions for an award and
(4) Enter into a confidentiality agreement in a form acceptable to the Office of
the Whistleblower covering any non-public information that the Commission provides
to you and including a provision that a violation of the agreement may lead to your
ineligibility to receive an award
(c) You are not eligible to be considered for an award if you do not satisfy the
requirements of paragraphs (a) and (b) of this section In addition you are not eligible
if
(1) You are or were at the time you acquired the original information provided to
the Commission a member officer or employee of the Commission the Department of
Justice an appropriate regulatory agency a self-regulatory organization the Public
Company Accounting Oversight Board or any law enforcement organization
(2) You are or were at the time you acquired the original information provided
to the Commission a member officer or employee of a foreign government any
political subdivision department agency or instrumentality of a foreign government or
any other foreign financial regulatory authority as that term is defined in Section
3(a)(52) of the Exchange Act (15 USC 78c(a)(52))
(3) You are convicted of a criminal violation that is related to the Commission
action or to a related action (as defined in sect 24021F-4 of this chapter) for which you
otherwise could receive an award
(4) You obtained the original information that you gave the Commission through
an audit of a companyrsquos financial statements and making a whistleblower submission
would be contrary to requirements of Section 10A of the Exchange Act (15 USC 78j-a)
(5) You are the spouse parent child or sibling of a member or employee of the
Commission or you reside in the same household as a member or employee of the
Commission
(6) You acquired the original information you gave the Commission from a
person
(i) Who is subject to paragraph (c)(4) of this section unless the information is
not excluded from that personrsquos use or you are providing the Commission with
information about possible violations involving that person or
(ii) With the intent to evade any provision of these rules or
(7) In your whistleblower submission your other dealings with the Commission
or your dealings with another authority in connection with a related action you
knowingly and willfully make any false fictitious or fraudulent statement or
representation or use any false writing or document knowing that it contains any false
fictitious or fraudulent statement or entry with intent to mislead or otherwise hinder
the Commission or another authority
sect 24021F-9 Procedures for submitting original information
(a) To be considered a whistleblower under Section 21F of the Exchange Act (15
USC 78u-6(h)) you must submit your information about a possible securities law
violation by either of these methods
(1) Online through the Commissionrsquos website located at wwwsecgov or
(2) By mailing or faxing a Form TCR (Tip Complaint or Referral) (referenced in
sect 2491800 of this chapter) to the SEC Office of the Whistleblower 100 F Street NE
Washington DC 20549-5631 Fax (703) 813-9322
(b) Further to be eligible for an award you must declare under penalty of perjury
at the time you submit your information pursuant to paragraph (a)(1) or (2) of this
section that your information is true and correct to the best of your knowledge and
belief
(c) Notwithstanding paragraphs (a) and (b) of this section if you are providing
your original information to the Commission anonymously then your attorney must
submit your information on your behalf pursuant to the procedures specified in
paragraph (a) of this section Prior to your attorneys submission you must provide
your attorney with a completed Form TCR (referenced in sect2491800 of this chapter)
that you have signed under penalty of perjury When your attorney makes her
submission on your behalf your attorney will be required to certify that he or she
(1) Has verified your identity
(2) Has reviewed your completed and signed Form TCR (referenced in sect2491800
of this chapter) for completeness and accuracy and that the information contained
therein is true correct and complete to the best of the attorneys knowledge
information and belief
(3) Has obtained your non-waivable consent to provide the Commission with
your original completed and signed Form TCR (referenced in sect2491800 of this chapter)
in the event that the Commission requests it due to concerns that you may have
knowingly and willfully made false fictitious or fraudulent statements or
representations or used any false writing or document knowing that the writing or
document contains any false fictitious or fraudulent statement or entry and
(4) Consents to be legally obligated to provide the signed Form TCR (referenced
in sect2491800 of this chapter) within seven (7) calendar days of receiving such request
from the Commission
(d) If you submitted original information in writing to the Commission after July
21 2010 (the date of enactment of the Dodd-Frank Wall Street Reform and Consumer
Protection Act) but before the effective date of these rules your submission will be
deemed to satisfy the requirements set forth in paragraphs (a) and (b) of this section If
you were an anonymous whistleblower however you must provide your attorney with a
completed and signed copy of Form TCR (referenced in sect2491800 of this chapter)
within 60 days of the effective date of these rules your attorney must retain the signed
form in his or her records and you must provide of copy of the signed form to the
Commission staff upon request by Commission staff prior to any payment of an award
to you in connection with your submission Notwithstanding the foregoing you must
follow the procedures and conditions for making a claim for a whistleblower award
described in sectsect 24021F-10 and 24021F-11 of this chapter
sect 24021F-10 Procedures for making a claim for a whistleblower
award in SEC actions that result in monetary sanctions in excess of
$1000000
(a) Whenever a Commission action results in monetary sanctions totaling more
than $1000000 the Office of the Whistleblower will cause to be published on the
Commissionrsquos website a ldquoNotice of Covered Actionrdquo Such Notice will be published
subsequent to the entry of a final judgment or order that alone or collectively with other
judgments or orders previously entered in the Commission action exceeds $1000000
or in the absence of such judgment or order subsequent to the deposit of monetary
sanctions exceeding $1000000 into a disgorgement or other fund pursuant to Section
308(b) of the Sarbanes-Oxley Act of 2002 A claimant will have ninety (90) days from
the date of the Notice of Covered Action to file a claim for an award based on that action
or the claim will be barred
(b) To file a claim for a whistleblower award you must file Form WB-APP
Application for Award for Original Information Provided Pursuant to Section 21F of
the Securities Exchange Act of 1934 (referenced in sect 2491801 of this chapter) You
must sign this form as the claimant and submit it to the Office of the Whistleblower by
mail or fax All claim forms including any attachments must be received by the Office
of the Whistleblower within ninety (90) calendar days of the date of the Notice of
Covered Action in order to be considered for an award
(c) If you provided your original information to the Commission anonymously
you must disclose your identity on the Form WB-APP (referenced in sect 2491801 of this
chapter) and your identity must be verified in a form and manner that is acceptable to
the Office of the Whistleblower prior to the payment of any award
(d) Once the time for filing any appeals of the Commissionrsquos judicial or
administrative action has expired or where an appeal has been filed after all appeals in
the action have been concluded the staff designated by the Director of the Division of
Enforcement (ldquoClaims Review Staffrdquo) will evaluate all timely whistleblower award claims
submitted on Form WB-APP (referenced in sect 2491801 of this chapter) in accordance
with the criteria set forth in these rules In connection with this process the Office of
the Whistleblower may require that you provide additional information relating to your
eligibility for an award or satisfaction of any of the conditions for an award as set forth
in sect 24021F-(8)(b) of this chapter Following that evaluation the Office of the
Whistleblower will send you a Preliminary Determination setting forth a preliminary
assessment as to whether the claim should be allowed or denied and if allowed setting
forth the proposed award percentage amount
(e) You may contest the Preliminary Determination made by the Claims Review
Staff by submitting a written response to the Office of the Whistleblower setting forth
the grounds for your objection to either the denial of an award or the proposed amount
of an award The response must be in the form and manner that the Office of the
Whistleblower shall require You may also include documentation or other evidentiary
support for the grounds advanced in your response
(1) Before determining whether to contest a Preliminary Determination you
may
(i) Within thirty (30) days of the date of the Preliminary Determination request
that the Office of the Whistleblower make available for your review the materials from
among those set forth in sect 24021F-12(a) of this chapter that formed the basis of the
Claims Review Staffrsquos Preliminary Determination
(ii) Within thirty (30) calendar days of the date of the Preliminary
Determination request a meeting with the Office of the Whistleblower however such
meetings are not required and the office may in its sole discretion decline the request
(2) If you decide to contest the Preliminary Determination you must submit
your written response and supporting materials within sixty (60) calendar days of the
date of the Preliminary Determination or if a request to review materials is made
pursuant to paragraph (e)(1) of this section then within sixty (60) calendar days of the
Office of the Whistleblower making those materials available for your review
(f) If you fail to submit a timely response pursuant to paragraph (e) of this
section then the Preliminary Determination will become the Final Order of the
Commission (except where the Preliminary Determination recommended an award in
which case the Preliminary Determination will be deemed a Proposed Final
Determination for purposes of paragraph (h) of this section) Your failure to submit a
timely response contesting a Preliminary Determination will constitute a failure to
exhaust administrative remedies and you will be prohibited from pursuing an appeal
pursuant to sect 24021F-13 of this chapter
(g) If you submit a timely response pursuant to paragraph (e) of this section
then the Claims Review Staff will consider the issues and grounds advanced in your
response along with any supporting documentation you provided and will make its
Proposed Final Determination
(h) The Office of the Whistleblower will then notify the Commission of each
Proposed Final Determination Within thirty 30 days thereafter any Commissioner
may request that the Proposed Final Determination be reviewed by the Commission If
no Commissioner requests such a review within the 30-day period then the Proposed
Final Determination will become the Final Order of the Commission In the event a
Commissioner requests a review the Commission will review the record that the staff
relied upon in making its determinations including your previous submissions to the
Office of the Whistleblower and issue its Final Order
(i) The Office of the Whistleblower will provide you with the Final Order of the
Commission
sect 24021F-11 Procedures for determining awards based upon a related
action (a) If you are eligible to receive an award following a Commission action
that results in monetary sanctions totaling more than $1000000 you also may be
eligible to receive an award based on the monetary sanctions that are collected from a
related action (as defined in sect 24021F-3 of this chapter)
(b) You must also use Form WB-APP (referenced in sect 2491801 of this chapter)
to submit a claim for an award in a related action You must sign this form as the
claimant and submit it to the Office of the Whistleblower by mail or fax as follows
(1) If a final order imposing monetary sanctions has been entered in a related
action at the time you submit your claim for an award in connection with a Commission
action you must submit your claim for an award in that related action on the same
Form WB-APP (referenced in sect 2491801 of this chapter) that you use for the
Commission action
(2) If a final order imposing monetary sanctions in a related action has not been
entered at the time you submit your claim for an award in connection with a
Commission action you must submit your claim on Form WB-APP (referenced in sect
2491801 of this chapter) within ninety (90) days of the issuance of a final order
imposing sanctions in the related action
(c) The Office of the Whistleblower may request additional information from you
in connection with your claim for an award in a related action to demonstrate that you
directly (or through the Commission) voluntarily provided the governmental agency
regulatory authority or self-regulatory organization the same original information that
led to the Commissionrsquos successful covered action and that this information led to the
successful enforcement of the related action The Office of the Whistleblower may in its
discretion seek assistance and confirmation from the other agency in making this
determination
(d) Once the time for filing any appeals of the final judgment or order in a related
action has expired or if an appeal has been filed after all appeals in the action have
been concluded the Claims Review Staff will evaluate all timely whistleblower award
claims submitted on Form WB-APP (referenced in sect 2491801 of this chapter) in
connection with the related action The evaluation will be undertaken pursuant to the
criteria set forth in these rules In connection with this process the Office of the
Whistleblower may require that you provide additional information relating to your
eligibility for an award or satisfaction of any of the conditions for an award as set forth
in sect 24021F-(8)(b) of this chapter Following this evaluation the Office of the
Whistleblower will send you a Preliminary Determination setting forth a preliminary
assessment as to whether the claim should be allowed or denied and if allowed setting
forth the proposed award percentage amount
(e) You may contest the Preliminary Determination made by the Claims Review
Staff by submitting a written response to the Office of the Whistleblower setting forth
the grounds for your objection to either the denial of an award or the proposed amount
of an award The response must be in the form and manner that the Office of the
Whistleblower shall require You may also include documentation or other evidentiary
support for the grounds advanced in your response
(1) Before determining whether to contest a Preliminary Determination you
may
(i) Within thirty (30) days of the date of the Preliminary Determination request
that the Office of the Whistleblower make available for your review the materials from
among those set forth in sect 24021F-12(a) of this chapter that formed the basis of the
Claims Review Staffrsquos Preliminary Determination
(ii) Within thirty (30) days of the date of the Preliminary Determination request
a meeting with the Office of the Whistleblower however such meetings are not required
and the office may in its sole discretion decline the request
(2) If you decide to contest the Preliminary Determination you must submit
your written response and supporting materials within sixty (60) calendar days of the
date of the Preliminary Determination or if a request to review materials is made
pursuant to paragraph (e)(1)(i) of this section then within sixty (60) calendar days of
the Office of the Whistleblower making those materials available for your review
(f) If you fail to submit a timely response pursuant to paragraph (e) of this
section then the Preliminary Determination will become the Final Order of the
Commission (except where the Preliminary Determination recommended an award in
which case the Preliminary Determination will be deemed a Proposed Final
Determination for purposes of paragraph (h) of this section) Your failure to submit a
timely response contesting a Preliminary Determination will constitute a failure to
exhaust administrative remedies and you will be prohibited from pursuing an appeal
pursuant to sect 24021F-13 of this chapter
(g) If you submit a timely response pursuant to paragraph (e) of this section
then the Claims Review Staff will consider the issues and grounds that you advanced in
your response along with any supporting documentation you provided and will make
its Proposed Final Determination
(h) The Office of the Whistleblower will notify the Commission of each Proposed
Final Determination Within thirty 30 days thereafter any Commissioner may request
that the Proposed Final Determination be reviewed by the Commission If no
Commissioner requests such a review within the 30-day period then the Proposed Final
Determination will become the Final Order of the Commission In the event a
Commissioner requests a review the Commission will review the record that the staff
relied upon in making its determinations including your previous submissions to the
Office of the Whistleblower and issue its Final Order
(i) The Office of the Whistleblower will provide you with the Final Order of the
Commission
sect 24021F-12 Materials that may form the basis of an award determination
and that may comprise the record on appeal
(a) The following items constitute the materials that the Commission and the
Claims Review Staff may rely upon to make an award determination pursuant to sectsect
24021F-10 and 24021F-11 of this chapter
(1) Any publicly available materials from the covered action or related action
including
(i) The complaint notice of hearing answers and any amendments thereto
(ii) The final judgment consent order or final administrative order
(iii) Any transcripts of the proceedings including any exhibits
(iv) Any items that appear on the docket and
(v) Any appellate decisions or orders
(2) The whistleblowerrsquos Form TCR (referenced in sect2491800 of this chapter)
including attachments and other related materials provided by the whistleblower to
assist the Commission with the investigation or examination
(3) The whistleblowerrsquos Form WB-APP (referenced in sect2491800 of this chapter)
including attachments and any other filings or submissions from the whistleblower in
support of the award application
(4) Sworn declarations (including attachments) from the Commission staff
regarding any matters relevant to the award determination
(5) With respect to an award claim involving a related action any statements or
other information that the entity provides or identifies in connection with an award
determination provided the entity has authorized the Commission to share the
information with the claimant (Neither the Commission nor the Claims Review Staff
may rely upon information that the entity has not authorized the Commission to share
with the claimant) and
(6) Any other documents or materials including sworn declarations from third-
parties that are received or obtained by the Office of the Whistleblower to assist the
Commission resolve the claimantrsquos award application including information related to
the claimantrsquos eligibility (Neither the Commission nor the Claims Review Staff may rely
upon information that the entity has not authorized the Commission to share with the
claimant)
(b) These rules do not entitle claimants to obtain from the Commission any
materials (including any pre-decisional or internal deliberative process materials that
are prepared exclusively to assist the Commission in deciding the claim) other than
those listed in paragraph (a) of this section Moreover the Office of the Whistleblower
may make redactions as necessary to comply with any statutory restrictions to protect
the Commissionrsquos law enforcement and regulatory functions and to comply with
requests for confidential treatment from other law enforcement and regulatory
authorities The Office of the Whistleblower may also require you to sign a
confidentiality agreement as set forth in sect 24021F-(8)(b)(4) of this chapter before
providing these materials
sect 24021F-13 Appeals
(a) Section 21F of the Exchange Act (15 USC 78u-6) commits determinations of
whether to whom and in what amount to make awards to the Commissionrsquos discretion
A determination of whether or to whom to make an award may be appealed within 30
days after the Commission issues its final decision to the United States Court of Appeals
for the District of Columbia Circuit or to the circuit where the aggrieved person resides
or has his principal place of business Where the Commission makes an award based on
the factors set forth in sect 24021F-6 of this chapter of not less than 10 percent and not
more than 30 percent of the monetary sanctions collected in the Commission or related
action the Commissionrsquos determination regarding the amount of an award (including
the allocation of an award as between multiple whistleblowers and any factual findings
legal conclusions policy judgments or discretionary assessments involving the
Commissionrsquos consideration of the factors in sect 24021F-6 of this chapter) is not
appealable
(b) The record on appeal shall consist of the Preliminary Determination the
Final Order of the Commission and any other items from those set forth in sect 24021F-
12(a) of this chapter that either the claimant or the Commission identifies for inclusion
in the record The record on appeal shall not include any pre-decisional or internal
deliberative process materials that are prepared exclusively to assist the Commission in
deciding the claim (including the staffs Draft Final Determination in the event that the
Commissioners reviewed the claim and issued the Final Order)
sect 24021F- 14 Procedures applicable to the payment of awards
(a) Any award made pursuant to these rules will be paid from the Securities and
Exchange Commission Investor Protection Fund (the ldquoFundrdquo)
(b) A recipient of a whistleblower award is entitled to payment on the award only
to the extent that a monetary sanction is collected in the Commission action or in a
related action upon which the award is based
(c) Payment of a whistleblower award for a monetary sanction collected in a
Commission action or related action shall be made following the later of
(1) The date on which the monetary sanction is collected or
(2) The completion of the appeals process for all whistleblower award claims
arising from
(i) The Notice of Covered Action in the case of any payment of an award for a
monetary sanction collected in a Commission action or
(ii) The related action in the case of any payment of an award for a monetary
sanction collected in a related action
(d) If there are insufficient amounts available in the Fund to pay the entire
amount of an award payment within a reasonable period of time from the time for
payment specified by paragraph (c) of this section then subject to the following terms
the balance of the payment shall be paid when amounts become available in the Fund
as follows
(1) Where multiple whistleblowers are owed payments from the Fund based on
awards that do not arise from the same Notice of Covered Action (or related action)
priority in making these payments will be determined based upon the date that the
collections for which the whistleblowers are owed payments occurred If two or more of
these collections occur on the same date those whistleblowers owed payments based on
these collections will be paid on a pro rata basis until sufficient amounts become
available in the Fund to pay their entire payments
(2) Where multiple whistleblowers are owed payments from the Fund based on
awards that arise from the same Notice of Covered Action (or related action) they will
share the same payment priority and will be paid on a pro rata basis until sufficient
amounts become available in the Fund to pay their entire payments
sect 24021F-15 No amnesty
The Securities Whistleblower Incentives and Protection provisions do not provide
amnesty to individuals who provide information to the Commission The fact that you
may become a whistleblower and assist in Commission investigations and enforcement
actions does not preclude the Commission from bringing an action against you based
upon your own conduct in connection with violations of the federal securities laws If
such an action is determined to be appropriate however the Commission will take your
cooperation into consideration in accordance with its Policy Statement Concerning
Cooperation by Individuals in Investigations and Related Enforcement Actions (17 CFR
sect 20212)
sect 24021F-16 Awards to whistleblowers who engage in culpable conduct
In determining whether the required $1000000 threshold has been satisfied
(this threshold is further explained in sect 24021F-10 of this chapter) for purposes of
making any award the Commission will not take into account any monetary sanctions
that the whistleblower is ordered to pay or that are ordered against any entity whose
liability is based substantially on conduct that the whistleblower directed planned or
initiated Similarly if the Commission determines that a whistleblower is eligible for an
award any amounts that the whistleblower or such an entity pay in sanctions as a result
of the action or related actions will not be included within the calculation of the amounts
collected for purposes of making payments
sect 24021F-17 Staff communications with individuals reporting possible
securities law violations
(a) No person may take any action to impede an individual from communicating
directly with the Commission staff about a possible securities law violation including
enforcing or threatening to enforce a confidentiality agreement (other than agreements
dealing with information covered by sect 24021F-4(b)(4)(i) and sect 24021F-4(b)(4)(ii) of
this chapter related to the legal representation of a client) with respect to such
communications
(b) If you are a director officer member agent or employee of an entity that has
counsel and you have initiated communication with the Commission relating to a
possible securities law violation the staff is authorized to communicate directly with you
regarding the possible securities law violation without seeking the consent of the entityrsquos
counsel
sect 24021F-4 Other definitions
(a) Voluntary submission of information (1) Your submission of information is
made voluntarily within the meaning of sectsect 24021F-1 through 24021F-17 of this chapter
if you provide your submission before a request inquiry or demand that relates to the
subject matter of your submission is directed to you or anyone representing you (such as
an attorney)
(i) By the Commission
(ii) In connection with an investigation inspection or examination by the Public
Company Accounting Oversight Board or any self-regulatory organization or
(iii) In connection with an investigation by the Congress any other authority of
the federal government or a state Attorney General or securities regulatory authority
(2) If the Commission or any of these other authorities direct a request inquiry
or demand as described in paragraph (1) of this section to you or your representative
first your submission will not be considered voluntary and you will not be eligible for
an award even if your response is not compelled by subpoena or other applicable law
However your submission of information to the Commission will be considered
voluntary if you voluntarily provided the same information to one of the other
authorities identified above prior to receiving a request inquiry or demand from the
Commission
(3) In addition your submission will not be considered voluntary if you are
required to report your original information to the Commission as a result of a pre-
existing legal duty a contractual duty that is owed to the Commission or to one of the
other authorities set forth in paragraph (1) of this section or a duty that arises out of a
judicial or administrative order
(b) Original information (1) In order for your whistleblower submission to be
considered original information it must be
(i) Derived from your independent knowledge or independent analysis
(ii) Not already known to the Commission from any other source unless you are
the original source of the information
(iii) Not exclusively derived from an allegation made in a judicial or
administrative hearing in a governmental report hearing audit or investigation or
from the news media unless you are a source of the information and
(iv) Provided to the Commission for the first time after July 21 2010 (the date of
enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act)
(2) Independent knowledge means factual information in your possession that is
not derived from publicly available sources You may gain independent knowledge from
your experiences communications and observations in your business or social
interactions
(3) Independent analysis means your own analysis whether done alone or in
combination with others Analysis means your examination and evaluation of
information that may be publicly available but which reveals information that is not
generally known or available to the public
(4) The Commission will not consider information to be derived from your
independent knowledge or independent analysis in any of the following circumstances
(i) If you obtained the information through a communication that was subject to
the attorney-client privilege unless disclosure of that information would otherwise be
permitted by an attorney pursuant to sect 2053(d)(2) of this chapter the applicable state
attorney conduct rules or otherwise
(ii) If you obtained the information in connection with the legal representation
of a client on whose behalf you or your employer or firm are providing services and you
seek to use the information to make a whistleblower submission for your own benefit
unless disclosure would otherwise be permitted by an attorney pursuant to sect
2053(d)(2) of this chapter the applicable state attorney conduct rules or otherwise or
(iii) In circumstances not covered by paragraphs (b)(4)(i) or (b)(4)(ii) of this
section if you obtained the information because you were
(A) An officer director trustee or partner of an entity and another person
informed you of allegations of misconduct or you learned the information in connection
with the entityrsquos processes for identifying reporting and addressing possible violations
of law
(B) An employee whose principal duties involve compliance or internal audit
responsibilities or you were employed by or otherwise associated with a firm retained to
perform compliance or internal audit functions for an entity
(C) Employed by or otherwise associated with a firm retained to conduct an
inquiry or investigation into possible violations of law or
(D) An employee of or other person associated with a public accounting firm
if you obtained the information through the performance of an engagement required of
an independent public accountant under the federal securities laws (other than an audit
subject to sect24021F-8(c)(4) of this chapter) and that information related to a violation
by the engagement client or the clientrsquos directors officers or other employees
(iv) If you obtained the information by a means or in a manner that is
determined by a United States court to violate applicable federal or state criminal law
or
(v) Exceptions Paragraph (b)(4)(iii) of this section shall not apply if
(A) You have a reasonable basis to believe that disclosure of the information to
the Commission is necessary to prevent the relevant entity from engaging in conduct
that is likely to cause substantial injury to the financial interest or property of the entity
or investors
(B) You have a reasonable basis to believe that the relevant entity is engaging in
conduct that will impede an investigation of the misconduct or
(C) At least 120 days have elapsed since you provided the information to the
relevant entityrsquos audit committee chief legal officer chief compliance officer (or their
equivalents) or your supervisor or since you received the information if you received it
under circumstances indicating that the entityrsquos audit committee chief legal officer
chief compliance officer (or their equivalents) or your supervisor was already aware of
the information
(vi) If you obtained the information from a person who is subject to this section
unless the information is not excluded from that personrsquos use pursuant to this section
or you are providing the Commission with information about possible violations
involving that person
(5) The Commission will consider you to be an original source of the same
information that we obtain from another source if the information satisfies the
definition of original information and the other source obtained the information from
you or your representative In order to be considered an original source of information
that the Commission receives from Congress any other authority of the federal
government a state Attorney General or securities regulatory authority any self-
regulatory organization or the Public Company Accounting Oversight Board you must
have voluntarily given such authorities the information within the meaning of these
rules You must establish your status as the original source of information to the
Commissionrsquos satisfaction In determining whether you are the original source of
information the Commission may seek assistance and confirmation from one of the
other authorities described above or from another entity (including your employer) in
the event that you claim to be the original source of information that an authority or
another entity provided to the Commission
(6) If the Commission already knows some information about a matter from
other sources at the time you make your submission and you are not an original source
of that information under paragraph (b)(5) of this section the Commission will consider
you an original source of any information you provide that is derived from your
independent knowledge or analysis and that materially adds to the information that the
Commission already possesses
(7) If you provide information to the Congress any other authority of the federal
government a state Attorney General or securities regulatory authority any self-
regulatory organization or the Public Company Accounting Oversight Board or to an
entityrsquos internal whistleblower legal or compliance procedures for reporting allegations
of possible violations of law and you within 120 days submit the same information to
the Commission pursuant to sect 24021F-9 of this chapter as you must do in order for you
to be eligible to be considered for an award then for purposes of evaluating your claim
to an award under sectsect 24021F-10 and 24021F-11 of this chapter the Commission will
consider that you provided information as of the date of your original disclosure report
or submission to one of these other authorities or persons You must establish the
effective date of any prior disclosure report or submission to the Commissionrsquos
satisfaction The Commission may seek assistance and confirmation from the other
authority or person in making this determination
(c) Information that leads to successful enforcement The Commission will
consider that you provided original information that led to the successful enforcement
of a judicial or administrative action in any of the following circumstances
(1) You gave the Commission original information that was sufficiently specific
credible and timely to cause the staff to commence an examination open an
investigation reopen an investigation that the Commission had closed or to inquire
concerning different conduct as part of a current examination or investigation and the
Commission brought a successful judicial or administrative action based in whole or in
part on conduct that was the subject of your original information or
(2) You gave the Commission original information about conduct that was
already under examination or investigation by the Commission the Congress any other
authority of the federal government a state Attorney General or securities regulatory
authority any self-regulatory organization or the PCAOB (except in cases where you
were an original source of this information as defined in paragraph (b)(4) of this
section) and your submission significantly contributed to the success of the action
(3) You reported original information through an entityrsquos internal whistleblower
legal or compliance procedures for reporting allegations of possible violations of law
before or at the same time you reported them to the Commission the entity later
provided your information to the Commission or provided results of an audit or
investigation initiated in whole or in part in response to information you reported to the
entity and the information the entity provided to the Commission satisfies either
paragraph (c)(1) or (c)(2) of this section Under this paragraph (c)(3) you must also
submit the same information to the Commission in accordance with the procedures set
forth in sect24021F-9 within 120 days of providing it to the entity
(d) An action generally means a single captioned judicial or administrative
proceeding brought by the Commission Notwithstanding the foregoing
(1) For purposes of making an award under sect 24021F-10 of this chapter the
Commission will treat as a Commission action two or more administrative or judicial
proceedings brought by the Commission if these proceedings arise out of the same
nucleus of operative facts or
(2) For purposes of determining the payment on an award under sect 24021F-14 of
this chapter the Commission will deem as part of the Commission action upon which
the award was based any subsequent Commission proceeding that individually results
in a monetary sanction of $1000000 or less and that arises out of the same nucleus of
operative facts
(e) Monetary sanctions means any money including penalties disgorgement
and interest ordered to be paid and any money deposited into a disgorgement fund or
other fund pursuant to Section 308(b) of the Sarbanes-Oxley Act of 2002 (15 USC
7246(b)) as a result of a Commission action or a related action
(f) Appropriate regulatory agency means the Commission the Comptroller of the
Currency the Board of Governors of the Federal Reserve System the Federal Deposit
Insurance Corporation the Office of Thrift Supervision and any other agencies that may
be defined as appropriate regulatory agencies under Section 3(a)(34) of the Exchange
Act (15 USC 78c(a)(34))
(g) Appropriate regulatory authority means an appropriate regulatory agency
other than the Commission
(h) Self-regulatory organization means any national securities exchange
registered securities association registered clearing agency the Municipal Securities
Rulemaking Board and any other organizations that may be defined as self-regulatory
organizations under Section 3(a)(26) of the Exchange Act (15 USC 78c(a)(26))
sect 24021F-5 Amount of award
(a) The determination of the amount of an award is in the discretion of the
Commission
(b) If all of the conditions are met for a whistleblower award in connection with a
Commission action or a related action the Commission will then decide the percentage
amount of the award applying the criteria set forth in sect 24021F-6 of this chapter and
pursuant to the procedures set forth in sectsect 24021F-10 and 24021F-11 of this chapter
The amount will be at least 10 percent and no more than 30 percent of the monetary
sanctions that the Commission and the other authorities are able to collect The
percentage awarded in connection with a Commission action may differ from the
percentage awarded in connection with a related action
(c) If the Commission makes awards to more than one whistleblower in
connection with the same action or related action the Commission will determine an
individual percentage award for each whistleblower but in no event will the total
amount awarded to all whistleblowers in the aggregate be less than 10 percent or greater
than 30 percent of the amount the Commission or the other authorities collect
sect 24021F-6 Criteria for determining amount of award
In exercising its discretion to determine the appropriate award percentage the
Commission may consider the following factors in relation to the unique facts and
circumstances of each case and may increase or decrease the award percentage based
on its analysis of these factors In the event that awards are determined for multiple
whistleblowers in connection an action these factors will be used to determine the
relative allocation of awards among the whistleblowers
(a) Factors that may increase the amount of a whistleblowerrsquos award In
determining whether to increase the amount of an award the Commission will consider
the following factors which are not listed in order of importance
(1) Significance of the information provided by the whistleblower The
Commission will assess the significance of the information provided by a whistleblower
to the success of the Commission action or related action In considering this factor the
Commission may take into account among other things
(i) The nature of the information provided by the whistleblower and how it
related to the successful enforcement action including whether the reliability and
completeness of the information provided to the Commission by the whistleblower
resulted in the conservation of Commission resources
(ii) The degree to which the information provided by the whistleblower
supported one or more successful claims brought in the Commission or related action
(2) Assistance provided by the whistleblower The Commission will assess the
degree of assistance provided by the whistleblower and any legal representative of the
whistleblower in the Commission action or related action In considering this factor the
Commission may take into account among other things
(i) Whether the whistleblower provided ongoing extensive and timely
cooperation and assistance by for example helping to explain complex transactions
interpreting key evidence or identifying new and productive lines of inquiry
(ii) The timeliness of the whistleblowerrsquos initial report to the Commission or to
an internal compliance or reporting system of business organizations committing or
impacted by the securities violations where appropriate
(iii) The resources conserved as a result of the whistleblowerrsquos assistance
(iv) Whether the whistleblower appropriately encouraged or authorized others to
assist the staff of the Commission who might otherwise not have participated in the
investigation or related action
(v) The efforts undertaken by the whistleblower to remediate the harm caused by
the violations including assisting the authorities in the recovery of the fruits and
instrumentalities of the violations and
(vi) Any unique hardships experienced by the whistleblower as a result of his or
her reporting and assisting in the enforcement action
(3) Law enforcement interest The Commission will assess its programmatic
interest in deterring violations of the securities laws by making awards to
whistleblowers who provide information that leads to the successful enforcement of
such laws In considering this factor the Commission may take into account among
other things
(i) The degree to which an award enhances the Commissionrsquos ability to enforce
the federal securities laws and protect investors and
(ii) The degree to which an award encourages the submission of high quality
information from whistleblowers by appropriately rewarding whistleblowersrsquo
submission of significant information and assistance even in cases where the monetary
sanctions available for collection are limited or potential monetary sanctions were
reduced or eliminated by the Commission because an entity self-reported a securities
violation following the whistleblowerrsquos related internal disclosure report or
submission
(iii) Whether the subject matter of the action is a Commission priority whether
the reported misconduct involves regulated entities or fiduciaries whether the
whistleblower exposed an industry-wide practice the type and severity of the securities
violations the age and duration of misconduct the number of violations and the
isolated repetitive or ongoing nature of the violations and
(iv) The dangers to investors or others presented by the underlying violations
involved in the enforcement action including the amount of harm or potential harm
caused by the underlying violations the type of harm resulting from or threatened by
the underlying violations and the number of individuals or entities harmed
(4) Participation in internal compliance systems The Commission will assess
whether and the extent to which the whistleblower and any legal representative of the
whistleblower participated in internal compliance systems In considering this factor
the Commission may take into account among other things
(i) Whether and the extent to which a whistleblower reported the possible
securities violations through internal whistleblower legal or compliance procedures
before or at the same time as reporting them to the Commission and
(ii) Whether and the extent to which a whistleblower assisted any internal
investigation or inquiry concerning the reported securities violations
(b) Factors that may decrease the amount of a whistleblowerrsquos award In
determining whether to decrease the amount of an award the Commission will consider
the following factors which are not listed in order of importance
(1) Culpability The Commission will assess the culpability or involvement of the
whistleblower in matters associated with the Commissionrsquos action or related actions In
considering this factor the Commission may take into account among other things
(i) The whistleblowerrsquos role in the securities violations
(ii) The whistleblowerrsquos education training experience and position of
responsibility at the time the violations occurred
(iii) Whether the whistleblower acted with scienter both generally and in
relation to others who participated in the violations
(iv) Whether the whistleblower financially benefitted from the violations
(v) Whether the whistleblower is a recidivist
(vi) The egregiousness of the underlying fraud committed by the whistleblower
and
(vii) Whether the whistleblower knowingly interfered with the Commissionrsquos
investigation of the violations or related enforcement actions
(2) Unreasonable reporting delay The Commission will assess whether the
whistleblower unreasonably delayed reporting the securities violations In considering
this factor the Commission may take into account among other things
(i) Whether the whistleblower was aware of the relevant facts but failed to take
reasonable steps to report or prevent the violations from occurring or continuing
(ii) Whether the whistleblower was aware of the relevant facts but only reported
them after learning about a related inquiry investigation or enforcement action and
(iii) Whether there was a legitimate reason for the whistleblower to delay
reporting the violations
(3) Interference with internal compliance and reporting systems The
Commission will assess in cases where the whistleblower interacted with his or her
entityrsquos internal compliance or reporting system whether the whistleblower
undermined the integrity of such system In considering this factor the Commission
will take into account whether there is evidence provided to the Commission that the
whistleblower knowingly
(i) Interfered with an entityrsquos established legal compliance or audit procedures
to prevent or delay detection of the reported securities violation
(ii) Made any material false fictitious or fraudulent statements or
representations that hindered an entityrsquos efforts to detect investigate or remediate the
reported securities violations and
(iii) Provided any false writing or document knowing the writing or document
contained any false fictitious or fraudulent statements or entries that hindered an
entityrsquos efforts to detect investigate or remediate the reported securities violations
sect 24021F-7 Confidentiality of submissions
(a) Section 21F(h)(2) of the Exchange Act (15 USC 78u-6(h)(2)) requires that
the Commission not disclose information that could reasonably be expected to reveal
the identity of a whistleblower except that the Commission may disclose such
information in the following circumstances
(1) When disclosure is required to a defendant or respondent in connection with
a federal court or administrative action that the Commission files or in another public
action or proceeding that is filed by an authority to which we provide the information as
described below
(2) When the Commission determines that it is necessary to accomplish the
purposes of the Exchange Act (15 USC 78a) and to protect investors it may provide
your information to the Department of Justice an appropriate regulatory authority a
self regulatory organization a state attorney general in connection with a criminal
investigation any appropriate state regulatory authority the Public Company
Accounting Oversight Board or foreign securities and law enforcement authorities
Each of these entities other than foreign securities and law enforcement authorities is
subject to the confidentiality requirements set forth in Section 21F(h) of the Exchange
Act (15 USC 78u-6(h)) The Commission will determine what assurances of
confidentiality it deems appropriate in providing such information to foreign securities
and law enforcement authorities
(3) The Commission may make disclosures in accordance with the Privacy Act of
1974 (5 USC 552a)
(b) You may submit information to the Commission anonymously If you do so
however you must also do the following
(1) You must have an attorney represent you in connection with both your
submission of information and your claim for an award and your attorneyrsquos name and
contact information must be provided to the Commission at the time you submit your
information
(2) You and your attorney must follow the procedures set forth in sect 24021F-9 of
this chapter for submitting original information anonymously and
(3) Before the Commission will pay any award to you you must disclose your
identity to the Commission and your identity must be verified by the Commission as set
forth in sect 24021F-10 of this chapter
sect 24021F-8 Eligibility
(a) To be eligible for a whistleblower award you must give the Commission
information in the form and manner that the Commission requires The procedures for
submitting information and making a claim for an award are described in sect 24021F-9
through sect 24021F-11 of this chapter You should read these procedures carefully
because you need to follow them in order to be eligible for an award except that the
Commission may in its sole discretion waive any of these procedures based upon a
showing of extraordinary circumstances
(b) In addition to any forms required by these rules the Commission may also
require that you provide certain additional information You may be required to
(1) Provide explanations and other assistance in order that the staff may evaluate
and use the information that you submitted
(2) Provide all additional information in your possession that is related to the
subject matter of your submission in a complete and truthful manner through follow-up
meetings or in other forms that our staff may agree to
(3) Provide testimony or other evidence acceptable to the staff relating to
whether you are eligible or otherwise satisfy any of the conditions for an award and
(4) Enter into a confidentiality agreement in a form acceptable to the Office of
the Whistleblower covering any non-public information that the Commission provides
to you and including a provision that a violation of the agreement may lead to your
ineligibility to receive an award
(c) You are not eligible to be considered for an award if you do not satisfy the
requirements of paragraphs (a) and (b) of this section In addition you are not eligible
if
(1) You are or were at the time you acquired the original information provided to
the Commission a member officer or employee of the Commission the Department of
Justice an appropriate regulatory agency a self-regulatory organization the Public
Company Accounting Oversight Board or any law enforcement organization
(2) You are or were at the time you acquired the original information provided
to the Commission a member officer or employee of a foreign government any
political subdivision department agency or instrumentality of a foreign government or
any other foreign financial regulatory authority as that term is defined in Section
3(a)(52) of the Exchange Act (15 USC 78c(a)(52))
(3) You are convicted of a criminal violation that is related to the Commission
action or to a related action (as defined in sect 24021F-4 of this chapter) for which you
otherwise could receive an award
(4) You obtained the original information that you gave the Commission through
an audit of a companyrsquos financial statements and making a whistleblower submission
would be contrary to requirements of Section 10A of the Exchange Act (15 USC 78j-a)
(5) You are the spouse parent child or sibling of a member or employee of the
Commission or you reside in the same household as a member or employee of the
Commission
(6) You acquired the original information you gave the Commission from a
person
(i) Who is subject to paragraph (c)(4) of this section unless the information is
not excluded from that personrsquos use or you are providing the Commission with
information about possible violations involving that person or
(ii) With the intent to evade any provision of these rules or
(7) In your whistleblower submission your other dealings with the Commission
or your dealings with another authority in connection with a related action you
knowingly and willfully make any false fictitious or fraudulent statement or
representation or use any false writing or document knowing that it contains any false
fictitious or fraudulent statement or entry with intent to mislead or otherwise hinder
the Commission or another authority
sect 24021F-9 Procedures for submitting original information
(a) To be considered a whistleblower under Section 21F of the Exchange Act (15
USC 78u-6(h)) you must submit your information about a possible securities law
violation by either of these methods
(1) Online through the Commissionrsquos website located at wwwsecgov or
(2) By mailing or faxing a Form TCR (Tip Complaint or Referral) (referenced in
sect 2491800 of this chapter) to the SEC Office of the Whistleblower 100 F Street NE
Washington DC 20549-5631 Fax (703) 813-9322
(b) Further to be eligible for an award you must declare under penalty of perjury
at the time you submit your information pursuant to paragraph (a)(1) or (2) of this
section that your information is true and correct to the best of your knowledge and
belief
(c) Notwithstanding paragraphs (a) and (b) of this section if you are providing
your original information to the Commission anonymously then your attorney must
submit your information on your behalf pursuant to the procedures specified in
paragraph (a) of this section Prior to your attorneys submission you must provide
your attorney with a completed Form TCR (referenced in sect2491800 of this chapter)
that you have signed under penalty of perjury When your attorney makes her
submission on your behalf your attorney will be required to certify that he or she
(1) Has verified your identity
(2) Has reviewed your completed and signed Form TCR (referenced in sect2491800
of this chapter) for completeness and accuracy and that the information contained
therein is true correct and complete to the best of the attorneys knowledge
information and belief
(3) Has obtained your non-waivable consent to provide the Commission with
your original completed and signed Form TCR (referenced in sect2491800 of this chapter)
in the event that the Commission requests it due to concerns that you may have
knowingly and willfully made false fictitious or fraudulent statements or
representations or used any false writing or document knowing that the writing or
document contains any false fictitious or fraudulent statement or entry and
(4) Consents to be legally obligated to provide the signed Form TCR (referenced
in sect2491800 of this chapter) within seven (7) calendar days of receiving such request
from the Commission
(d) If you submitted original information in writing to the Commission after July
21 2010 (the date of enactment of the Dodd-Frank Wall Street Reform and Consumer
Protection Act) but before the effective date of these rules your submission will be
deemed to satisfy the requirements set forth in paragraphs (a) and (b) of this section If
you were an anonymous whistleblower however you must provide your attorney with a
completed and signed copy of Form TCR (referenced in sect2491800 of this chapter)
within 60 days of the effective date of these rules your attorney must retain the signed
form in his or her records and you must provide of copy of the signed form to the
Commission staff upon request by Commission staff prior to any payment of an award
to you in connection with your submission Notwithstanding the foregoing you must
follow the procedures and conditions for making a claim for a whistleblower award
described in sectsect 24021F-10 and 24021F-11 of this chapter
sect 24021F-10 Procedures for making a claim for a whistleblower
award in SEC actions that result in monetary sanctions in excess of
$1000000
(a) Whenever a Commission action results in monetary sanctions totaling more
than $1000000 the Office of the Whistleblower will cause to be published on the
Commissionrsquos website a ldquoNotice of Covered Actionrdquo Such Notice will be published
subsequent to the entry of a final judgment or order that alone or collectively with other
judgments or orders previously entered in the Commission action exceeds $1000000
or in the absence of such judgment or order subsequent to the deposit of monetary
sanctions exceeding $1000000 into a disgorgement or other fund pursuant to Section
308(b) of the Sarbanes-Oxley Act of 2002 A claimant will have ninety (90) days from
the date of the Notice of Covered Action to file a claim for an award based on that action
or the claim will be barred
(b) To file a claim for a whistleblower award you must file Form WB-APP
Application for Award for Original Information Provided Pursuant to Section 21F of
the Securities Exchange Act of 1934 (referenced in sect 2491801 of this chapter) You
must sign this form as the claimant and submit it to the Office of the Whistleblower by
mail or fax All claim forms including any attachments must be received by the Office
of the Whistleblower within ninety (90) calendar days of the date of the Notice of
Covered Action in order to be considered for an award
(c) If you provided your original information to the Commission anonymously
you must disclose your identity on the Form WB-APP (referenced in sect 2491801 of this
chapter) and your identity must be verified in a form and manner that is acceptable to
the Office of the Whistleblower prior to the payment of any award
(d) Once the time for filing any appeals of the Commissionrsquos judicial or
administrative action has expired or where an appeal has been filed after all appeals in
the action have been concluded the staff designated by the Director of the Division of
Enforcement (ldquoClaims Review Staffrdquo) will evaluate all timely whistleblower award claims
submitted on Form WB-APP (referenced in sect 2491801 of this chapter) in accordance
with the criteria set forth in these rules In connection with this process the Office of
the Whistleblower may require that you provide additional information relating to your
eligibility for an award or satisfaction of any of the conditions for an award as set forth
in sect 24021F-(8)(b) of this chapter Following that evaluation the Office of the
Whistleblower will send you a Preliminary Determination setting forth a preliminary
assessment as to whether the claim should be allowed or denied and if allowed setting
forth the proposed award percentage amount
(e) You may contest the Preliminary Determination made by the Claims Review
Staff by submitting a written response to the Office of the Whistleblower setting forth
the grounds for your objection to either the denial of an award or the proposed amount
of an award The response must be in the form and manner that the Office of the
Whistleblower shall require You may also include documentation or other evidentiary
support for the grounds advanced in your response
(1) Before determining whether to contest a Preliminary Determination you
may
(i) Within thirty (30) days of the date of the Preliminary Determination request
that the Office of the Whistleblower make available for your review the materials from
among those set forth in sect 24021F-12(a) of this chapter that formed the basis of the
Claims Review Staffrsquos Preliminary Determination
(ii) Within thirty (30) calendar days of the date of the Preliminary
Determination request a meeting with the Office of the Whistleblower however such
meetings are not required and the office may in its sole discretion decline the request
(2) If you decide to contest the Preliminary Determination you must submit
your written response and supporting materials within sixty (60) calendar days of the
date of the Preliminary Determination or if a request to review materials is made
pursuant to paragraph (e)(1) of this section then within sixty (60) calendar days of the
Office of the Whistleblower making those materials available for your review
(f) If you fail to submit a timely response pursuant to paragraph (e) of this
section then the Preliminary Determination will become the Final Order of the
Commission (except where the Preliminary Determination recommended an award in
which case the Preliminary Determination will be deemed a Proposed Final
Determination for purposes of paragraph (h) of this section) Your failure to submit a
timely response contesting a Preliminary Determination will constitute a failure to
exhaust administrative remedies and you will be prohibited from pursuing an appeal
pursuant to sect 24021F-13 of this chapter
(g) If you submit a timely response pursuant to paragraph (e) of this section
then the Claims Review Staff will consider the issues and grounds advanced in your
response along with any supporting documentation you provided and will make its
Proposed Final Determination
(h) The Office of the Whistleblower will then notify the Commission of each
Proposed Final Determination Within thirty 30 days thereafter any Commissioner
may request that the Proposed Final Determination be reviewed by the Commission If
no Commissioner requests such a review within the 30-day period then the Proposed
Final Determination will become the Final Order of the Commission In the event a
Commissioner requests a review the Commission will review the record that the staff
relied upon in making its determinations including your previous submissions to the
Office of the Whistleblower and issue its Final Order
(i) The Office of the Whistleblower will provide you with the Final Order of the
Commission
sect 24021F-11 Procedures for determining awards based upon a related
action (a) If you are eligible to receive an award following a Commission action
that results in monetary sanctions totaling more than $1000000 you also may be
eligible to receive an award based on the monetary sanctions that are collected from a
related action (as defined in sect 24021F-3 of this chapter)
(b) You must also use Form WB-APP (referenced in sect 2491801 of this chapter)
to submit a claim for an award in a related action You must sign this form as the
claimant and submit it to the Office of the Whistleblower by mail or fax as follows
(1) If a final order imposing monetary sanctions has been entered in a related
action at the time you submit your claim for an award in connection with a Commission
action you must submit your claim for an award in that related action on the same
Form WB-APP (referenced in sect 2491801 of this chapter) that you use for the
Commission action
(2) If a final order imposing monetary sanctions in a related action has not been
entered at the time you submit your claim for an award in connection with a
Commission action you must submit your claim on Form WB-APP (referenced in sect
2491801 of this chapter) within ninety (90) days of the issuance of a final order
imposing sanctions in the related action
(c) The Office of the Whistleblower may request additional information from you
in connection with your claim for an award in a related action to demonstrate that you
directly (or through the Commission) voluntarily provided the governmental agency
regulatory authority or self-regulatory organization the same original information that
led to the Commissionrsquos successful covered action and that this information led to the
successful enforcement of the related action The Office of the Whistleblower may in its
discretion seek assistance and confirmation from the other agency in making this
determination
(d) Once the time for filing any appeals of the final judgment or order in a related
action has expired or if an appeal has been filed after all appeals in the action have
been concluded the Claims Review Staff will evaluate all timely whistleblower award
claims submitted on Form WB-APP (referenced in sect 2491801 of this chapter) in
connection with the related action The evaluation will be undertaken pursuant to the
criteria set forth in these rules In connection with this process the Office of the
Whistleblower may require that you provide additional information relating to your
eligibility for an award or satisfaction of any of the conditions for an award as set forth
in sect 24021F-(8)(b) of this chapter Following this evaluation the Office of the
Whistleblower will send you a Preliminary Determination setting forth a preliminary
assessment as to whether the claim should be allowed or denied and if allowed setting
forth the proposed award percentage amount
(e) You may contest the Preliminary Determination made by the Claims Review
Staff by submitting a written response to the Office of the Whistleblower setting forth
the grounds for your objection to either the denial of an award or the proposed amount
of an award The response must be in the form and manner that the Office of the
Whistleblower shall require You may also include documentation or other evidentiary
support for the grounds advanced in your response
(1) Before determining whether to contest a Preliminary Determination you
may
(i) Within thirty (30) days of the date of the Preliminary Determination request
that the Office of the Whistleblower make available for your review the materials from
among those set forth in sect 24021F-12(a) of this chapter that formed the basis of the
Claims Review Staffrsquos Preliminary Determination
(ii) Within thirty (30) days of the date of the Preliminary Determination request
a meeting with the Office of the Whistleblower however such meetings are not required
and the office may in its sole discretion decline the request
(2) If you decide to contest the Preliminary Determination you must submit
your written response and supporting materials within sixty (60) calendar days of the
date of the Preliminary Determination or if a request to review materials is made
pursuant to paragraph (e)(1)(i) of this section then within sixty (60) calendar days of
the Office of the Whistleblower making those materials available for your review
(f) If you fail to submit a timely response pursuant to paragraph (e) of this
section then the Preliminary Determination will become the Final Order of the
Commission (except where the Preliminary Determination recommended an award in
which case the Preliminary Determination will be deemed a Proposed Final
Determination for purposes of paragraph (h) of this section) Your failure to submit a
timely response contesting a Preliminary Determination will constitute a failure to
exhaust administrative remedies and you will be prohibited from pursuing an appeal
pursuant to sect 24021F-13 of this chapter
(g) If you submit a timely response pursuant to paragraph (e) of this section
then the Claims Review Staff will consider the issues and grounds that you advanced in
your response along with any supporting documentation you provided and will make
its Proposed Final Determination
(h) The Office of the Whistleblower will notify the Commission of each Proposed
Final Determination Within thirty 30 days thereafter any Commissioner may request
that the Proposed Final Determination be reviewed by the Commission If no
Commissioner requests such a review within the 30-day period then the Proposed Final
Determination will become the Final Order of the Commission In the event a
Commissioner requests a review the Commission will review the record that the staff
relied upon in making its determinations including your previous submissions to the
Office of the Whistleblower and issue its Final Order
(i) The Office of the Whistleblower will provide you with the Final Order of the
Commission
sect 24021F-12 Materials that may form the basis of an award determination
and that may comprise the record on appeal
(a) The following items constitute the materials that the Commission and the
Claims Review Staff may rely upon to make an award determination pursuant to sectsect
24021F-10 and 24021F-11 of this chapter
(1) Any publicly available materials from the covered action or related action
including
(i) The complaint notice of hearing answers and any amendments thereto
(ii) The final judgment consent order or final administrative order
(iii) Any transcripts of the proceedings including any exhibits
(iv) Any items that appear on the docket and
(v) Any appellate decisions or orders
(2) The whistleblowerrsquos Form TCR (referenced in sect2491800 of this chapter)
including attachments and other related materials provided by the whistleblower to
assist the Commission with the investigation or examination
(3) The whistleblowerrsquos Form WB-APP (referenced in sect2491800 of this chapter)
including attachments and any other filings or submissions from the whistleblower in
support of the award application
(4) Sworn declarations (including attachments) from the Commission staff
regarding any matters relevant to the award determination
(5) With respect to an award claim involving a related action any statements or
other information that the entity provides or identifies in connection with an award
determination provided the entity has authorized the Commission to share the
information with the claimant (Neither the Commission nor the Claims Review Staff
may rely upon information that the entity has not authorized the Commission to share
with the claimant) and
(6) Any other documents or materials including sworn declarations from third-
parties that are received or obtained by the Office of the Whistleblower to assist the
Commission resolve the claimantrsquos award application including information related to
the claimantrsquos eligibility (Neither the Commission nor the Claims Review Staff may rely
upon information that the entity has not authorized the Commission to share with the
claimant)
(b) These rules do not entitle claimants to obtain from the Commission any
materials (including any pre-decisional or internal deliberative process materials that
are prepared exclusively to assist the Commission in deciding the claim) other than
those listed in paragraph (a) of this section Moreover the Office of the Whistleblower
may make redactions as necessary to comply with any statutory restrictions to protect
the Commissionrsquos law enforcement and regulatory functions and to comply with
requests for confidential treatment from other law enforcement and regulatory
authorities The Office of the Whistleblower may also require you to sign a
confidentiality agreement as set forth in sect 24021F-(8)(b)(4) of this chapter before
providing these materials
sect 24021F-13 Appeals
(a) Section 21F of the Exchange Act (15 USC 78u-6) commits determinations of
whether to whom and in what amount to make awards to the Commissionrsquos discretion
A determination of whether or to whom to make an award may be appealed within 30
days after the Commission issues its final decision to the United States Court of Appeals
for the District of Columbia Circuit or to the circuit where the aggrieved person resides
or has his principal place of business Where the Commission makes an award based on
the factors set forth in sect 24021F-6 of this chapter of not less than 10 percent and not
more than 30 percent of the monetary sanctions collected in the Commission or related
action the Commissionrsquos determination regarding the amount of an award (including
the allocation of an award as between multiple whistleblowers and any factual findings
legal conclusions policy judgments or discretionary assessments involving the
Commissionrsquos consideration of the factors in sect 24021F-6 of this chapter) is not
appealable
(b) The record on appeal shall consist of the Preliminary Determination the
Final Order of the Commission and any other items from those set forth in sect 24021F-
12(a) of this chapter that either the claimant or the Commission identifies for inclusion
in the record The record on appeal shall not include any pre-decisional or internal
deliberative process materials that are prepared exclusively to assist the Commission in
deciding the claim (including the staffs Draft Final Determination in the event that the
Commissioners reviewed the claim and issued the Final Order)
sect 24021F- 14 Procedures applicable to the payment of awards
(a) Any award made pursuant to these rules will be paid from the Securities and
Exchange Commission Investor Protection Fund (the ldquoFundrdquo)
(b) A recipient of a whistleblower award is entitled to payment on the award only
to the extent that a monetary sanction is collected in the Commission action or in a
related action upon which the award is based
(c) Payment of a whistleblower award for a monetary sanction collected in a
Commission action or related action shall be made following the later of
(1) The date on which the monetary sanction is collected or
(2) The completion of the appeals process for all whistleblower award claims
arising from
(i) The Notice of Covered Action in the case of any payment of an award for a
monetary sanction collected in a Commission action or
(ii) The related action in the case of any payment of an award for a monetary
sanction collected in a related action
(d) If there are insufficient amounts available in the Fund to pay the entire
amount of an award payment within a reasonable period of time from the time for
payment specified by paragraph (c) of this section then subject to the following terms
the balance of the payment shall be paid when amounts become available in the Fund
as follows
(1) Where multiple whistleblowers are owed payments from the Fund based on
awards that do not arise from the same Notice of Covered Action (or related action)
priority in making these payments will be determined based upon the date that the
collections for which the whistleblowers are owed payments occurred If two or more of
these collections occur on the same date those whistleblowers owed payments based on
these collections will be paid on a pro rata basis until sufficient amounts become
available in the Fund to pay their entire payments
(2) Where multiple whistleblowers are owed payments from the Fund based on
awards that arise from the same Notice of Covered Action (or related action) they will
share the same payment priority and will be paid on a pro rata basis until sufficient
amounts become available in the Fund to pay their entire payments
sect 24021F-15 No amnesty
The Securities Whistleblower Incentives and Protection provisions do not provide
amnesty to individuals who provide information to the Commission The fact that you
may become a whistleblower and assist in Commission investigations and enforcement
actions does not preclude the Commission from bringing an action against you based
upon your own conduct in connection with violations of the federal securities laws If
such an action is determined to be appropriate however the Commission will take your
cooperation into consideration in accordance with its Policy Statement Concerning
Cooperation by Individuals in Investigations and Related Enforcement Actions (17 CFR
sect 20212)
sect 24021F-16 Awards to whistleblowers who engage in culpable conduct
In determining whether the required $1000000 threshold has been satisfied
(this threshold is further explained in sect 24021F-10 of this chapter) for purposes of
making any award the Commission will not take into account any monetary sanctions
that the whistleblower is ordered to pay or that are ordered against any entity whose
liability is based substantially on conduct that the whistleblower directed planned or
initiated Similarly if the Commission determines that a whistleblower is eligible for an
award any amounts that the whistleblower or such an entity pay in sanctions as a result
of the action or related actions will not be included within the calculation of the amounts
collected for purposes of making payments
sect 24021F-17 Staff communications with individuals reporting possible
securities law violations
(a) No person may take any action to impede an individual from communicating
directly with the Commission staff about a possible securities law violation including
enforcing or threatening to enforce a confidentiality agreement (other than agreements
dealing with information covered by sect 24021F-4(b)(4)(i) and sect 24021F-4(b)(4)(ii) of
this chapter related to the legal representation of a client) with respect to such
communications
(b) If you are a director officer member agent or employee of an entity that has
counsel and you have initiated communication with the Commission relating to a
possible securities law violation the staff is authorized to communicate directly with you
regarding the possible securities law violation without seeking the consent of the entityrsquos
counsel
(iv) Provided to the Commission for the first time after July 21 2010 (the date of
enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act)
(2) Independent knowledge means factual information in your possession that is
not derived from publicly available sources You may gain independent knowledge from
your experiences communications and observations in your business or social
interactions
(3) Independent analysis means your own analysis whether done alone or in
combination with others Analysis means your examination and evaluation of
information that may be publicly available but which reveals information that is not
generally known or available to the public
(4) The Commission will not consider information to be derived from your
independent knowledge or independent analysis in any of the following circumstances
(i) If you obtained the information through a communication that was subject to
the attorney-client privilege unless disclosure of that information would otherwise be
permitted by an attorney pursuant to sect 2053(d)(2) of this chapter the applicable state
attorney conduct rules or otherwise
(ii) If you obtained the information in connection with the legal representation
of a client on whose behalf you or your employer or firm are providing services and you
seek to use the information to make a whistleblower submission for your own benefit
unless disclosure would otherwise be permitted by an attorney pursuant to sect
2053(d)(2) of this chapter the applicable state attorney conduct rules or otherwise or
(iii) In circumstances not covered by paragraphs (b)(4)(i) or (b)(4)(ii) of this
section if you obtained the information because you were
(A) An officer director trustee or partner of an entity and another person
informed you of allegations of misconduct or you learned the information in connection
with the entityrsquos processes for identifying reporting and addressing possible violations
of law
(B) An employee whose principal duties involve compliance or internal audit
responsibilities or you were employed by or otherwise associated with a firm retained to
perform compliance or internal audit functions for an entity
(C) Employed by or otherwise associated with a firm retained to conduct an
inquiry or investigation into possible violations of law or
(D) An employee of or other person associated with a public accounting firm
if you obtained the information through the performance of an engagement required of
an independent public accountant under the federal securities laws (other than an audit
subject to sect24021F-8(c)(4) of this chapter) and that information related to a violation
by the engagement client or the clientrsquos directors officers or other employees
(iv) If you obtained the information by a means or in a manner that is
determined by a United States court to violate applicable federal or state criminal law
or
(v) Exceptions Paragraph (b)(4)(iii) of this section shall not apply if
(A) You have a reasonable basis to believe that disclosure of the information to
the Commission is necessary to prevent the relevant entity from engaging in conduct
that is likely to cause substantial injury to the financial interest or property of the entity
or investors
(B) You have a reasonable basis to believe that the relevant entity is engaging in
conduct that will impede an investigation of the misconduct or
(C) At least 120 days have elapsed since you provided the information to the
relevant entityrsquos audit committee chief legal officer chief compliance officer (or their
equivalents) or your supervisor or since you received the information if you received it
under circumstances indicating that the entityrsquos audit committee chief legal officer
chief compliance officer (or their equivalents) or your supervisor was already aware of
the information
(vi) If you obtained the information from a person who is subject to this section
unless the information is not excluded from that personrsquos use pursuant to this section
or you are providing the Commission with information about possible violations
involving that person
(5) The Commission will consider you to be an original source of the same
information that we obtain from another source if the information satisfies the
definition of original information and the other source obtained the information from
you or your representative In order to be considered an original source of information
that the Commission receives from Congress any other authority of the federal
government a state Attorney General or securities regulatory authority any self-
regulatory organization or the Public Company Accounting Oversight Board you must
have voluntarily given such authorities the information within the meaning of these
rules You must establish your status as the original source of information to the
Commissionrsquos satisfaction In determining whether you are the original source of
information the Commission may seek assistance and confirmation from one of the
other authorities described above or from another entity (including your employer) in
the event that you claim to be the original source of information that an authority or
another entity provided to the Commission
(6) If the Commission already knows some information about a matter from
other sources at the time you make your submission and you are not an original source
of that information under paragraph (b)(5) of this section the Commission will consider
you an original source of any information you provide that is derived from your
independent knowledge or analysis and that materially adds to the information that the
Commission already possesses
(7) If you provide information to the Congress any other authority of the federal
government a state Attorney General or securities regulatory authority any self-
regulatory organization or the Public Company Accounting Oversight Board or to an
entityrsquos internal whistleblower legal or compliance procedures for reporting allegations
of possible violations of law and you within 120 days submit the same information to
the Commission pursuant to sect 24021F-9 of this chapter as you must do in order for you
to be eligible to be considered for an award then for purposes of evaluating your claim
to an award under sectsect 24021F-10 and 24021F-11 of this chapter the Commission will
consider that you provided information as of the date of your original disclosure report
or submission to one of these other authorities or persons You must establish the
effective date of any prior disclosure report or submission to the Commissionrsquos
satisfaction The Commission may seek assistance and confirmation from the other
authority or person in making this determination
(c) Information that leads to successful enforcement The Commission will
consider that you provided original information that led to the successful enforcement
of a judicial or administrative action in any of the following circumstances
(1) You gave the Commission original information that was sufficiently specific
credible and timely to cause the staff to commence an examination open an
investigation reopen an investigation that the Commission had closed or to inquire
concerning different conduct as part of a current examination or investigation and the
Commission brought a successful judicial or administrative action based in whole or in
part on conduct that was the subject of your original information or
(2) You gave the Commission original information about conduct that was
already under examination or investigation by the Commission the Congress any other
authority of the federal government a state Attorney General or securities regulatory
authority any self-regulatory organization or the PCAOB (except in cases where you
were an original source of this information as defined in paragraph (b)(4) of this
section) and your submission significantly contributed to the success of the action
(3) You reported original information through an entityrsquos internal whistleblower
legal or compliance procedures for reporting allegations of possible violations of law
before or at the same time you reported them to the Commission the entity later
provided your information to the Commission or provided results of an audit or
investigation initiated in whole or in part in response to information you reported to the
entity and the information the entity provided to the Commission satisfies either
paragraph (c)(1) or (c)(2) of this section Under this paragraph (c)(3) you must also
submit the same information to the Commission in accordance with the procedures set
forth in sect24021F-9 within 120 days of providing it to the entity
(d) An action generally means a single captioned judicial or administrative
proceeding brought by the Commission Notwithstanding the foregoing
(1) For purposes of making an award under sect 24021F-10 of this chapter the
Commission will treat as a Commission action two or more administrative or judicial
proceedings brought by the Commission if these proceedings arise out of the same
nucleus of operative facts or
(2) For purposes of determining the payment on an award under sect 24021F-14 of
this chapter the Commission will deem as part of the Commission action upon which
the award was based any subsequent Commission proceeding that individually results
in a monetary sanction of $1000000 or less and that arises out of the same nucleus of
operative facts
(e) Monetary sanctions means any money including penalties disgorgement
and interest ordered to be paid and any money deposited into a disgorgement fund or
other fund pursuant to Section 308(b) of the Sarbanes-Oxley Act of 2002 (15 USC
7246(b)) as a result of a Commission action or a related action
(f) Appropriate regulatory agency means the Commission the Comptroller of the
Currency the Board of Governors of the Federal Reserve System the Federal Deposit
Insurance Corporation the Office of Thrift Supervision and any other agencies that may
be defined as appropriate regulatory agencies under Section 3(a)(34) of the Exchange
Act (15 USC 78c(a)(34))
(g) Appropriate regulatory authority means an appropriate regulatory agency
other than the Commission
(h) Self-regulatory organization means any national securities exchange
registered securities association registered clearing agency the Municipal Securities
Rulemaking Board and any other organizations that may be defined as self-regulatory
organizations under Section 3(a)(26) of the Exchange Act (15 USC 78c(a)(26))
sect 24021F-5 Amount of award
(a) The determination of the amount of an award is in the discretion of the
Commission
(b) If all of the conditions are met for a whistleblower award in connection with a
Commission action or a related action the Commission will then decide the percentage
amount of the award applying the criteria set forth in sect 24021F-6 of this chapter and
pursuant to the procedures set forth in sectsect 24021F-10 and 24021F-11 of this chapter
The amount will be at least 10 percent and no more than 30 percent of the monetary
sanctions that the Commission and the other authorities are able to collect The
percentage awarded in connection with a Commission action may differ from the
percentage awarded in connection with a related action
(c) If the Commission makes awards to more than one whistleblower in
connection with the same action or related action the Commission will determine an
individual percentage award for each whistleblower but in no event will the total
amount awarded to all whistleblowers in the aggregate be less than 10 percent or greater
than 30 percent of the amount the Commission or the other authorities collect
sect 24021F-6 Criteria for determining amount of award
In exercising its discretion to determine the appropriate award percentage the
Commission may consider the following factors in relation to the unique facts and
circumstances of each case and may increase or decrease the award percentage based
on its analysis of these factors In the event that awards are determined for multiple
whistleblowers in connection an action these factors will be used to determine the
relative allocation of awards among the whistleblowers
(a) Factors that may increase the amount of a whistleblowerrsquos award In
determining whether to increase the amount of an award the Commission will consider
the following factors which are not listed in order of importance
(1) Significance of the information provided by the whistleblower The
Commission will assess the significance of the information provided by a whistleblower
to the success of the Commission action or related action In considering this factor the
Commission may take into account among other things
(i) The nature of the information provided by the whistleblower and how it
related to the successful enforcement action including whether the reliability and
completeness of the information provided to the Commission by the whistleblower
resulted in the conservation of Commission resources
(ii) The degree to which the information provided by the whistleblower
supported one or more successful claims brought in the Commission or related action
(2) Assistance provided by the whistleblower The Commission will assess the
degree of assistance provided by the whistleblower and any legal representative of the
whistleblower in the Commission action or related action In considering this factor the
Commission may take into account among other things
(i) Whether the whistleblower provided ongoing extensive and timely
cooperation and assistance by for example helping to explain complex transactions
interpreting key evidence or identifying new and productive lines of inquiry
(ii) The timeliness of the whistleblowerrsquos initial report to the Commission or to
an internal compliance or reporting system of business organizations committing or
impacted by the securities violations where appropriate
(iii) The resources conserved as a result of the whistleblowerrsquos assistance
(iv) Whether the whistleblower appropriately encouraged or authorized others to
assist the staff of the Commission who might otherwise not have participated in the
investigation or related action
(v) The efforts undertaken by the whistleblower to remediate the harm caused by
the violations including assisting the authorities in the recovery of the fruits and
instrumentalities of the violations and
(vi) Any unique hardships experienced by the whistleblower as a result of his or
her reporting and assisting in the enforcement action
(3) Law enforcement interest The Commission will assess its programmatic
interest in deterring violations of the securities laws by making awards to
whistleblowers who provide information that leads to the successful enforcement of
such laws In considering this factor the Commission may take into account among
other things
(i) The degree to which an award enhances the Commissionrsquos ability to enforce
the federal securities laws and protect investors and
(ii) The degree to which an award encourages the submission of high quality
information from whistleblowers by appropriately rewarding whistleblowersrsquo
submission of significant information and assistance even in cases where the monetary
sanctions available for collection are limited or potential monetary sanctions were
reduced or eliminated by the Commission because an entity self-reported a securities
violation following the whistleblowerrsquos related internal disclosure report or
submission
(iii) Whether the subject matter of the action is a Commission priority whether
the reported misconduct involves regulated entities or fiduciaries whether the
whistleblower exposed an industry-wide practice the type and severity of the securities
violations the age and duration of misconduct the number of violations and the
isolated repetitive or ongoing nature of the violations and
(iv) The dangers to investors or others presented by the underlying violations
involved in the enforcement action including the amount of harm or potential harm
caused by the underlying violations the type of harm resulting from or threatened by
the underlying violations and the number of individuals or entities harmed
(4) Participation in internal compliance systems The Commission will assess
whether and the extent to which the whistleblower and any legal representative of the
whistleblower participated in internal compliance systems In considering this factor
the Commission may take into account among other things
(i) Whether and the extent to which a whistleblower reported the possible
securities violations through internal whistleblower legal or compliance procedures
before or at the same time as reporting them to the Commission and
(ii) Whether and the extent to which a whistleblower assisted any internal
investigation or inquiry concerning the reported securities violations
(b) Factors that may decrease the amount of a whistleblowerrsquos award In
determining whether to decrease the amount of an award the Commission will consider
the following factors which are not listed in order of importance
(1) Culpability The Commission will assess the culpability or involvement of the
whistleblower in matters associated with the Commissionrsquos action or related actions In
considering this factor the Commission may take into account among other things
(i) The whistleblowerrsquos role in the securities violations
(ii) The whistleblowerrsquos education training experience and position of
responsibility at the time the violations occurred
(iii) Whether the whistleblower acted with scienter both generally and in
relation to others who participated in the violations
(iv) Whether the whistleblower financially benefitted from the violations
(v) Whether the whistleblower is a recidivist
(vi) The egregiousness of the underlying fraud committed by the whistleblower
and
(vii) Whether the whistleblower knowingly interfered with the Commissionrsquos
investigation of the violations or related enforcement actions
(2) Unreasonable reporting delay The Commission will assess whether the
whistleblower unreasonably delayed reporting the securities violations In considering
this factor the Commission may take into account among other things
(i) Whether the whistleblower was aware of the relevant facts but failed to take
reasonable steps to report or prevent the violations from occurring or continuing
(ii) Whether the whistleblower was aware of the relevant facts but only reported
them after learning about a related inquiry investigation or enforcement action and
(iii) Whether there was a legitimate reason for the whistleblower to delay
reporting the violations
(3) Interference with internal compliance and reporting systems The
Commission will assess in cases where the whistleblower interacted with his or her
entityrsquos internal compliance or reporting system whether the whistleblower
undermined the integrity of such system In considering this factor the Commission
will take into account whether there is evidence provided to the Commission that the
whistleblower knowingly
(i) Interfered with an entityrsquos established legal compliance or audit procedures
to prevent or delay detection of the reported securities violation
(ii) Made any material false fictitious or fraudulent statements or
representations that hindered an entityrsquos efforts to detect investigate or remediate the
reported securities violations and
(iii) Provided any false writing or document knowing the writing or document
contained any false fictitious or fraudulent statements or entries that hindered an
entityrsquos efforts to detect investigate or remediate the reported securities violations
sect 24021F-7 Confidentiality of submissions
(a) Section 21F(h)(2) of the Exchange Act (15 USC 78u-6(h)(2)) requires that
the Commission not disclose information that could reasonably be expected to reveal
the identity of a whistleblower except that the Commission may disclose such
information in the following circumstances
(1) When disclosure is required to a defendant or respondent in connection with
a federal court or administrative action that the Commission files or in another public
action or proceeding that is filed by an authority to which we provide the information as
described below
(2) When the Commission determines that it is necessary to accomplish the
purposes of the Exchange Act (15 USC 78a) and to protect investors it may provide
your information to the Department of Justice an appropriate regulatory authority a
self regulatory organization a state attorney general in connection with a criminal
investigation any appropriate state regulatory authority the Public Company
Accounting Oversight Board or foreign securities and law enforcement authorities
Each of these entities other than foreign securities and law enforcement authorities is
subject to the confidentiality requirements set forth in Section 21F(h) of the Exchange
Act (15 USC 78u-6(h)) The Commission will determine what assurances of
confidentiality it deems appropriate in providing such information to foreign securities
and law enforcement authorities
(3) The Commission may make disclosures in accordance with the Privacy Act of
1974 (5 USC 552a)
(b) You may submit information to the Commission anonymously If you do so
however you must also do the following
(1) You must have an attorney represent you in connection with both your
submission of information and your claim for an award and your attorneyrsquos name and
contact information must be provided to the Commission at the time you submit your
information
(2) You and your attorney must follow the procedures set forth in sect 24021F-9 of
this chapter for submitting original information anonymously and
(3) Before the Commission will pay any award to you you must disclose your
identity to the Commission and your identity must be verified by the Commission as set
forth in sect 24021F-10 of this chapter
sect 24021F-8 Eligibility
(a) To be eligible for a whistleblower award you must give the Commission
information in the form and manner that the Commission requires The procedures for
submitting information and making a claim for an award are described in sect 24021F-9
through sect 24021F-11 of this chapter You should read these procedures carefully
because you need to follow them in order to be eligible for an award except that the
Commission may in its sole discretion waive any of these procedures based upon a
showing of extraordinary circumstances
(b) In addition to any forms required by these rules the Commission may also
require that you provide certain additional information You may be required to
(1) Provide explanations and other assistance in order that the staff may evaluate
and use the information that you submitted
(2) Provide all additional information in your possession that is related to the
subject matter of your submission in a complete and truthful manner through follow-up
meetings or in other forms that our staff may agree to
(3) Provide testimony or other evidence acceptable to the staff relating to
whether you are eligible or otherwise satisfy any of the conditions for an award and
(4) Enter into a confidentiality agreement in a form acceptable to the Office of
the Whistleblower covering any non-public information that the Commission provides
to you and including a provision that a violation of the agreement may lead to your
ineligibility to receive an award
(c) You are not eligible to be considered for an award if you do not satisfy the
requirements of paragraphs (a) and (b) of this section In addition you are not eligible
if
(1) You are or were at the time you acquired the original information provided to
the Commission a member officer or employee of the Commission the Department of
Justice an appropriate regulatory agency a self-regulatory organization the Public
Company Accounting Oversight Board or any law enforcement organization
(2) You are or were at the time you acquired the original information provided
to the Commission a member officer or employee of a foreign government any
political subdivision department agency or instrumentality of a foreign government or
any other foreign financial regulatory authority as that term is defined in Section
3(a)(52) of the Exchange Act (15 USC 78c(a)(52))
(3) You are convicted of a criminal violation that is related to the Commission
action or to a related action (as defined in sect 24021F-4 of this chapter) for which you
otherwise could receive an award
(4) You obtained the original information that you gave the Commission through
an audit of a companyrsquos financial statements and making a whistleblower submission
would be contrary to requirements of Section 10A of the Exchange Act (15 USC 78j-a)
(5) You are the spouse parent child or sibling of a member or employee of the
Commission or you reside in the same household as a member or employee of the
Commission
(6) You acquired the original information you gave the Commission from a
person
(i) Who is subject to paragraph (c)(4) of this section unless the information is
not excluded from that personrsquos use or you are providing the Commission with
information about possible violations involving that person or
(ii) With the intent to evade any provision of these rules or
(7) In your whistleblower submission your other dealings with the Commission
or your dealings with another authority in connection with a related action you
knowingly and willfully make any false fictitious or fraudulent statement or
representation or use any false writing or document knowing that it contains any false
fictitious or fraudulent statement or entry with intent to mislead or otherwise hinder
the Commission or another authority
sect 24021F-9 Procedures for submitting original information
(a) To be considered a whistleblower under Section 21F of the Exchange Act (15
USC 78u-6(h)) you must submit your information about a possible securities law
violation by either of these methods
(1) Online through the Commissionrsquos website located at wwwsecgov or
(2) By mailing or faxing a Form TCR (Tip Complaint or Referral) (referenced in
sect 2491800 of this chapter) to the SEC Office of the Whistleblower 100 F Street NE
Washington DC 20549-5631 Fax (703) 813-9322
(b) Further to be eligible for an award you must declare under penalty of perjury
at the time you submit your information pursuant to paragraph (a)(1) or (2) of this
section that your information is true and correct to the best of your knowledge and
belief
(c) Notwithstanding paragraphs (a) and (b) of this section if you are providing
your original information to the Commission anonymously then your attorney must
submit your information on your behalf pursuant to the procedures specified in
paragraph (a) of this section Prior to your attorneys submission you must provide
your attorney with a completed Form TCR (referenced in sect2491800 of this chapter)
that you have signed under penalty of perjury When your attorney makes her
submission on your behalf your attorney will be required to certify that he or she
(1) Has verified your identity
(2) Has reviewed your completed and signed Form TCR (referenced in sect2491800
of this chapter) for completeness and accuracy and that the information contained
therein is true correct and complete to the best of the attorneys knowledge
information and belief
(3) Has obtained your non-waivable consent to provide the Commission with
your original completed and signed Form TCR (referenced in sect2491800 of this chapter)
in the event that the Commission requests it due to concerns that you may have
knowingly and willfully made false fictitious or fraudulent statements or
representations or used any false writing or document knowing that the writing or
document contains any false fictitious or fraudulent statement or entry and
(4) Consents to be legally obligated to provide the signed Form TCR (referenced
in sect2491800 of this chapter) within seven (7) calendar days of receiving such request
from the Commission
(d) If you submitted original information in writing to the Commission after July
21 2010 (the date of enactment of the Dodd-Frank Wall Street Reform and Consumer
Protection Act) but before the effective date of these rules your submission will be
deemed to satisfy the requirements set forth in paragraphs (a) and (b) of this section If
you were an anonymous whistleblower however you must provide your attorney with a
completed and signed copy of Form TCR (referenced in sect2491800 of this chapter)
within 60 days of the effective date of these rules your attorney must retain the signed
form in his or her records and you must provide of copy of the signed form to the
Commission staff upon request by Commission staff prior to any payment of an award
to you in connection with your submission Notwithstanding the foregoing you must
follow the procedures and conditions for making a claim for a whistleblower award
described in sectsect 24021F-10 and 24021F-11 of this chapter
sect 24021F-10 Procedures for making a claim for a whistleblower
award in SEC actions that result in monetary sanctions in excess of
$1000000
(a) Whenever a Commission action results in monetary sanctions totaling more
than $1000000 the Office of the Whistleblower will cause to be published on the
Commissionrsquos website a ldquoNotice of Covered Actionrdquo Such Notice will be published
subsequent to the entry of a final judgment or order that alone or collectively with other
judgments or orders previously entered in the Commission action exceeds $1000000
or in the absence of such judgment or order subsequent to the deposit of monetary
sanctions exceeding $1000000 into a disgorgement or other fund pursuant to Section
308(b) of the Sarbanes-Oxley Act of 2002 A claimant will have ninety (90) days from
the date of the Notice of Covered Action to file a claim for an award based on that action
or the claim will be barred
(b) To file a claim for a whistleblower award you must file Form WB-APP
Application for Award for Original Information Provided Pursuant to Section 21F of
the Securities Exchange Act of 1934 (referenced in sect 2491801 of this chapter) You
must sign this form as the claimant and submit it to the Office of the Whistleblower by
mail or fax All claim forms including any attachments must be received by the Office
of the Whistleblower within ninety (90) calendar days of the date of the Notice of
Covered Action in order to be considered for an award
(c) If you provided your original information to the Commission anonymously
you must disclose your identity on the Form WB-APP (referenced in sect 2491801 of this
chapter) and your identity must be verified in a form and manner that is acceptable to
the Office of the Whistleblower prior to the payment of any award
(d) Once the time for filing any appeals of the Commissionrsquos judicial or
administrative action has expired or where an appeal has been filed after all appeals in
the action have been concluded the staff designated by the Director of the Division of
Enforcement (ldquoClaims Review Staffrdquo) will evaluate all timely whistleblower award claims
submitted on Form WB-APP (referenced in sect 2491801 of this chapter) in accordance
with the criteria set forth in these rules In connection with this process the Office of
the Whistleblower may require that you provide additional information relating to your
eligibility for an award or satisfaction of any of the conditions for an award as set forth
in sect 24021F-(8)(b) of this chapter Following that evaluation the Office of the
Whistleblower will send you a Preliminary Determination setting forth a preliminary
assessment as to whether the claim should be allowed or denied and if allowed setting
forth the proposed award percentage amount
(e) You may contest the Preliminary Determination made by the Claims Review
Staff by submitting a written response to the Office of the Whistleblower setting forth
the grounds for your objection to either the denial of an award or the proposed amount
of an award The response must be in the form and manner that the Office of the
Whistleblower shall require You may also include documentation or other evidentiary
support for the grounds advanced in your response
(1) Before determining whether to contest a Preliminary Determination you
may
(i) Within thirty (30) days of the date of the Preliminary Determination request
that the Office of the Whistleblower make available for your review the materials from
among those set forth in sect 24021F-12(a) of this chapter that formed the basis of the
Claims Review Staffrsquos Preliminary Determination
(ii) Within thirty (30) calendar days of the date of the Preliminary
Determination request a meeting with the Office of the Whistleblower however such
meetings are not required and the office may in its sole discretion decline the request
(2) If you decide to contest the Preliminary Determination you must submit
your written response and supporting materials within sixty (60) calendar days of the
date of the Preliminary Determination or if a request to review materials is made
pursuant to paragraph (e)(1) of this section then within sixty (60) calendar days of the
Office of the Whistleblower making those materials available for your review
(f) If you fail to submit a timely response pursuant to paragraph (e) of this
section then the Preliminary Determination will become the Final Order of the
Commission (except where the Preliminary Determination recommended an award in
which case the Preliminary Determination will be deemed a Proposed Final
Determination for purposes of paragraph (h) of this section) Your failure to submit a
timely response contesting a Preliminary Determination will constitute a failure to
exhaust administrative remedies and you will be prohibited from pursuing an appeal
pursuant to sect 24021F-13 of this chapter
(g) If you submit a timely response pursuant to paragraph (e) of this section
then the Claims Review Staff will consider the issues and grounds advanced in your
response along with any supporting documentation you provided and will make its
Proposed Final Determination
(h) The Office of the Whistleblower will then notify the Commission of each
Proposed Final Determination Within thirty 30 days thereafter any Commissioner
may request that the Proposed Final Determination be reviewed by the Commission If
no Commissioner requests such a review within the 30-day period then the Proposed
Final Determination will become the Final Order of the Commission In the event a
Commissioner requests a review the Commission will review the record that the staff
relied upon in making its determinations including your previous submissions to the
Office of the Whistleblower and issue its Final Order
(i) The Office of the Whistleblower will provide you with the Final Order of the
Commission
sect 24021F-11 Procedures for determining awards based upon a related
action (a) If you are eligible to receive an award following a Commission action
that results in monetary sanctions totaling more than $1000000 you also may be
eligible to receive an award based on the monetary sanctions that are collected from a
related action (as defined in sect 24021F-3 of this chapter)
(b) You must also use Form WB-APP (referenced in sect 2491801 of this chapter)
to submit a claim for an award in a related action You must sign this form as the
claimant and submit it to the Office of the Whistleblower by mail or fax as follows
(1) If a final order imposing monetary sanctions has been entered in a related
action at the time you submit your claim for an award in connection with a Commission
action you must submit your claim for an award in that related action on the same
Form WB-APP (referenced in sect 2491801 of this chapter) that you use for the
Commission action
(2) If a final order imposing monetary sanctions in a related action has not been
entered at the time you submit your claim for an award in connection with a
Commission action you must submit your claim on Form WB-APP (referenced in sect
2491801 of this chapter) within ninety (90) days of the issuance of a final order
imposing sanctions in the related action
(c) The Office of the Whistleblower may request additional information from you
in connection with your claim for an award in a related action to demonstrate that you
directly (or through the Commission) voluntarily provided the governmental agency
regulatory authority or self-regulatory organization the same original information that
led to the Commissionrsquos successful covered action and that this information led to the
successful enforcement of the related action The Office of the Whistleblower may in its
discretion seek assistance and confirmation from the other agency in making this
determination
(d) Once the time for filing any appeals of the final judgment or order in a related
action has expired or if an appeal has been filed after all appeals in the action have
been concluded the Claims Review Staff will evaluate all timely whistleblower award
claims submitted on Form WB-APP (referenced in sect 2491801 of this chapter) in
connection with the related action The evaluation will be undertaken pursuant to the
criteria set forth in these rules In connection with this process the Office of the
Whistleblower may require that you provide additional information relating to your
eligibility for an award or satisfaction of any of the conditions for an award as set forth
in sect 24021F-(8)(b) of this chapter Following this evaluation the Office of the
Whistleblower will send you a Preliminary Determination setting forth a preliminary
assessment as to whether the claim should be allowed or denied and if allowed setting
forth the proposed award percentage amount
(e) You may contest the Preliminary Determination made by the Claims Review
Staff by submitting a written response to the Office of the Whistleblower setting forth
the grounds for your objection to either the denial of an award or the proposed amount
of an award The response must be in the form and manner that the Office of the
Whistleblower shall require You may also include documentation or other evidentiary
support for the grounds advanced in your response
(1) Before determining whether to contest a Preliminary Determination you
may
(i) Within thirty (30) days of the date of the Preliminary Determination request
that the Office of the Whistleblower make available for your review the materials from
among those set forth in sect 24021F-12(a) of this chapter that formed the basis of the
Claims Review Staffrsquos Preliminary Determination
(ii) Within thirty (30) days of the date of the Preliminary Determination request
a meeting with the Office of the Whistleblower however such meetings are not required
and the office may in its sole discretion decline the request
(2) If you decide to contest the Preliminary Determination you must submit
your written response and supporting materials within sixty (60) calendar days of the
date of the Preliminary Determination or if a request to review materials is made
pursuant to paragraph (e)(1)(i) of this section then within sixty (60) calendar days of
the Office of the Whistleblower making those materials available for your review
(f) If you fail to submit a timely response pursuant to paragraph (e) of this
section then the Preliminary Determination will become the Final Order of the
Commission (except where the Preliminary Determination recommended an award in
which case the Preliminary Determination will be deemed a Proposed Final
Determination for purposes of paragraph (h) of this section) Your failure to submit a
timely response contesting a Preliminary Determination will constitute a failure to
exhaust administrative remedies and you will be prohibited from pursuing an appeal
pursuant to sect 24021F-13 of this chapter
(g) If you submit a timely response pursuant to paragraph (e) of this section
then the Claims Review Staff will consider the issues and grounds that you advanced in
your response along with any supporting documentation you provided and will make
its Proposed Final Determination
(h) The Office of the Whistleblower will notify the Commission of each Proposed
Final Determination Within thirty 30 days thereafter any Commissioner may request
that the Proposed Final Determination be reviewed by the Commission If no
Commissioner requests such a review within the 30-day period then the Proposed Final
Determination will become the Final Order of the Commission In the event a
Commissioner requests a review the Commission will review the record that the staff
relied upon in making its determinations including your previous submissions to the
Office of the Whistleblower and issue its Final Order
(i) The Office of the Whistleblower will provide you with the Final Order of the
Commission
sect 24021F-12 Materials that may form the basis of an award determination
and that may comprise the record on appeal
(a) The following items constitute the materials that the Commission and the
Claims Review Staff may rely upon to make an award determination pursuant to sectsect
24021F-10 and 24021F-11 of this chapter
(1) Any publicly available materials from the covered action or related action
including
(i) The complaint notice of hearing answers and any amendments thereto
(ii) The final judgment consent order or final administrative order
(iii) Any transcripts of the proceedings including any exhibits
(iv) Any items that appear on the docket and
(v) Any appellate decisions or orders
(2) The whistleblowerrsquos Form TCR (referenced in sect2491800 of this chapter)
including attachments and other related materials provided by the whistleblower to
assist the Commission with the investigation or examination
(3) The whistleblowerrsquos Form WB-APP (referenced in sect2491800 of this chapter)
including attachments and any other filings or submissions from the whistleblower in
support of the award application
(4) Sworn declarations (including attachments) from the Commission staff
regarding any matters relevant to the award determination
(5) With respect to an award claim involving a related action any statements or
other information that the entity provides or identifies in connection with an award
determination provided the entity has authorized the Commission to share the
information with the claimant (Neither the Commission nor the Claims Review Staff
may rely upon information that the entity has not authorized the Commission to share
with the claimant) and
(6) Any other documents or materials including sworn declarations from third-
parties that are received or obtained by the Office of the Whistleblower to assist the
Commission resolve the claimantrsquos award application including information related to
the claimantrsquos eligibility (Neither the Commission nor the Claims Review Staff may rely
upon information that the entity has not authorized the Commission to share with the
claimant)
(b) These rules do not entitle claimants to obtain from the Commission any
materials (including any pre-decisional or internal deliberative process materials that
are prepared exclusively to assist the Commission in deciding the claim) other than
those listed in paragraph (a) of this section Moreover the Office of the Whistleblower
may make redactions as necessary to comply with any statutory restrictions to protect
the Commissionrsquos law enforcement and regulatory functions and to comply with
requests for confidential treatment from other law enforcement and regulatory
authorities The Office of the Whistleblower may also require you to sign a
confidentiality agreement as set forth in sect 24021F-(8)(b)(4) of this chapter before
providing these materials
sect 24021F-13 Appeals
(a) Section 21F of the Exchange Act (15 USC 78u-6) commits determinations of
whether to whom and in what amount to make awards to the Commissionrsquos discretion
A determination of whether or to whom to make an award may be appealed within 30
days after the Commission issues its final decision to the United States Court of Appeals
for the District of Columbia Circuit or to the circuit where the aggrieved person resides
or has his principal place of business Where the Commission makes an award based on
the factors set forth in sect 24021F-6 of this chapter of not less than 10 percent and not
more than 30 percent of the monetary sanctions collected in the Commission or related
action the Commissionrsquos determination regarding the amount of an award (including
the allocation of an award as between multiple whistleblowers and any factual findings
legal conclusions policy judgments or discretionary assessments involving the
Commissionrsquos consideration of the factors in sect 24021F-6 of this chapter) is not
appealable
(b) The record on appeal shall consist of the Preliminary Determination the
Final Order of the Commission and any other items from those set forth in sect 24021F-
12(a) of this chapter that either the claimant or the Commission identifies for inclusion
in the record The record on appeal shall not include any pre-decisional or internal
deliberative process materials that are prepared exclusively to assist the Commission in
deciding the claim (including the staffs Draft Final Determination in the event that the
Commissioners reviewed the claim and issued the Final Order)
sect 24021F- 14 Procedures applicable to the payment of awards
(a) Any award made pursuant to these rules will be paid from the Securities and
Exchange Commission Investor Protection Fund (the ldquoFundrdquo)
(b) A recipient of a whistleblower award is entitled to payment on the award only
to the extent that a monetary sanction is collected in the Commission action or in a
related action upon which the award is based
(c) Payment of a whistleblower award for a monetary sanction collected in a
Commission action or related action shall be made following the later of
(1) The date on which the monetary sanction is collected or
(2) The completion of the appeals process for all whistleblower award claims
arising from
(i) The Notice of Covered Action in the case of any payment of an award for a
monetary sanction collected in a Commission action or
(ii) The related action in the case of any payment of an award for a monetary
sanction collected in a related action
(d) If there are insufficient amounts available in the Fund to pay the entire
amount of an award payment within a reasonable period of time from the time for
payment specified by paragraph (c) of this section then subject to the following terms
the balance of the payment shall be paid when amounts become available in the Fund
as follows
(1) Where multiple whistleblowers are owed payments from the Fund based on
awards that do not arise from the same Notice of Covered Action (or related action)
priority in making these payments will be determined based upon the date that the
collections for which the whistleblowers are owed payments occurred If two or more of
these collections occur on the same date those whistleblowers owed payments based on
these collections will be paid on a pro rata basis until sufficient amounts become
available in the Fund to pay their entire payments
(2) Where multiple whistleblowers are owed payments from the Fund based on
awards that arise from the same Notice of Covered Action (or related action) they will
share the same payment priority and will be paid on a pro rata basis until sufficient
amounts become available in the Fund to pay their entire payments
sect 24021F-15 No amnesty
The Securities Whistleblower Incentives and Protection provisions do not provide
amnesty to individuals who provide information to the Commission The fact that you
may become a whistleblower and assist in Commission investigations and enforcement
actions does not preclude the Commission from bringing an action against you based
upon your own conduct in connection with violations of the federal securities laws If
such an action is determined to be appropriate however the Commission will take your
cooperation into consideration in accordance with its Policy Statement Concerning
Cooperation by Individuals in Investigations and Related Enforcement Actions (17 CFR
sect 20212)
sect 24021F-16 Awards to whistleblowers who engage in culpable conduct
In determining whether the required $1000000 threshold has been satisfied
(this threshold is further explained in sect 24021F-10 of this chapter) for purposes of
making any award the Commission will not take into account any monetary sanctions
that the whistleblower is ordered to pay or that are ordered against any entity whose
liability is based substantially on conduct that the whistleblower directed planned or
initiated Similarly if the Commission determines that a whistleblower is eligible for an
award any amounts that the whistleblower or such an entity pay in sanctions as a result
of the action or related actions will not be included within the calculation of the amounts
collected for purposes of making payments
sect 24021F-17 Staff communications with individuals reporting possible
securities law violations
(a) No person may take any action to impede an individual from communicating
directly with the Commission staff about a possible securities law violation including
enforcing or threatening to enforce a confidentiality agreement (other than agreements
dealing with information covered by sect 24021F-4(b)(4)(i) and sect 24021F-4(b)(4)(ii) of
this chapter related to the legal representation of a client) with respect to such
communications
(b) If you are a director officer member agent or employee of an entity that has
counsel and you have initiated communication with the Commission relating to a
possible securities law violation the staff is authorized to communicate directly with you
regarding the possible securities law violation without seeking the consent of the entityrsquos
counsel
(D) An employee of or other person associated with a public accounting firm
if you obtained the information through the performance of an engagement required of
an independent public accountant under the federal securities laws (other than an audit
subject to sect24021F-8(c)(4) of this chapter) and that information related to a violation
by the engagement client or the clientrsquos directors officers or other employees
(iv) If you obtained the information by a means or in a manner that is
determined by a United States court to violate applicable federal or state criminal law
or
(v) Exceptions Paragraph (b)(4)(iii) of this section shall not apply if
(A) You have a reasonable basis to believe that disclosure of the information to
the Commission is necessary to prevent the relevant entity from engaging in conduct
that is likely to cause substantial injury to the financial interest or property of the entity
or investors
(B) You have a reasonable basis to believe that the relevant entity is engaging in
conduct that will impede an investigation of the misconduct or
(C) At least 120 days have elapsed since you provided the information to the
relevant entityrsquos audit committee chief legal officer chief compliance officer (or their
equivalents) or your supervisor or since you received the information if you received it
under circumstances indicating that the entityrsquos audit committee chief legal officer
chief compliance officer (or their equivalents) or your supervisor was already aware of
the information
(vi) If you obtained the information from a person who is subject to this section
unless the information is not excluded from that personrsquos use pursuant to this section
or you are providing the Commission with information about possible violations
involving that person
(5) The Commission will consider you to be an original source of the same
information that we obtain from another source if the information satisfies the
definition of original information and the other source obtained the information from
you or your representative In order to be considered an original source of information
that the Commission receives from Congress any other authority of the federal
government a state Attorney General or securities regulatory authority any self-
regulatory organization or the Public Company Accounting Oversight Board you must
have voluntarily given such authorities the information within the meaning of these
rules You must establish your status as the original source of information to the
Commissionrsquos satisfaction In determining whether you are the original source of
information the Commission may seek assistance and confirmation from one of the
other authorities described above or from another entity (including your employer) in
the event that you claim to be the original source of information that an authority or
another entity provided to the Commission
(6) If the Commission already knows some information about a matter from
other sources at the time you make your submission and you are not an original source
of that information under paragraph (b)(5) of this section the Commission will consider
you an original source of any information you provide that is derived from your
independent knowledge or analysis and that materially adds to the information that the
Commission already possesses
(7) If you provide information to the Congress any other authority of the federal
government a state Attorney General or securities regulatory authority any self-
regulatory organization or the Public Company Accounting Oversight Board or to an
entityrsquos internal whistleblower legal or compliance procedures for reporting allegations
of possible violations of law and you within 120 days submit the same information to
the Commission pursuant to sect 24021F-9 of this chapter as you must do in order for you
to be eligible to be considered for an award then for purposes of evaluating your claim
to an award under sectsect 24021F-10 and 24021F-11 of this chapter the Commission will
consider that you provided information as of the date of your original disclosure report
or submission to one of these other authorities or persons You must establish the
effective date of any prior disclosure report or submission to the Commissionrsquos
satisfaction The Commission may seek assistance and confirmation from the other
authority or person in making this determination
(c) Information that leads to successful enforcement The Commission will
consider that you provided original information that led to the successful enforcement
of a judicial or administrative action in any of the following circumstances
(1) You gave the Commission original information that was sufficiently specific
credible and timely to cause the staff to commence an examination open an
investigation reopen an investigation that the Commission had closed or to inquire
concerning different conduct as part of a current examination or investigation and the
Commission brought a successful judicial or administrative action based in whole or in
part on conduct that was the subject of your original information or
(2) You gave the Commission original information about conduct that was
already under examination or investigation by the Commission the Congress any other
authority of the federal government a state Attorney General or securities regulatory
authority any self-regulatory organization or the PCAOB (except in cases where you
were an original source of this information as defined in paragraph (b)(4) of this
section) and your submission significantly contributed to the success of the action
(3) You reported original information through an entityrsquos internal whistleblower
legal or compliance procedures for reporting allegations of possible violations of law
before or at the same time you reported them to the Commission the entity later
provided your information to the Commission or provided results of an audit or
investigation initiated in whole or in part in response to information you reported to the
entity and the information the entity provided to the Commission satisfies either
paragraph (c)(1) or (c)(2) of this section Under this paragraph (c)(3) you must also
submit the same information to the Commission in accordance with the procedures set
forth in sect24021F-9 within 120 days of providing it to the entity
(d) An action generally means a single captioned judicial or administrative
proceeding brought by the Commission Notwithstanding the foregoing
(1) For purposes of making an award under sect 24021F-10 of this chapter the
Commission will treat as a Commission action two or more administrative or judicial
proceedings brought by the Commission if these proceedings arise out of the same
nucleus of operative facts or
(2) For purposes of determining the payment on an award under sect 24021F-14 of
this chapter the Commission will deem as part of the Commission action upon which
the award was based any subsequent Commission proceeding that individually results
in a monetary sanction of $1000000 or less and that arises out of the same nucleus of
operative facts
(e) Monetary sanctions means any money including penalties disgorgement
and interest ordered to be paid and any money deposited into a disgorgement fund or
other fund pursuant to Section 308(b) of the Sarbanes-Oxley Act of 2002 (15 USC
7246(b)) as a result of a Commission action or a related action
(f) Appropriate regulatory agency means the Commission the Comptroller of the
Currency the Board of Governors of the Federal Reserve System the Federal Deposit
Insurance Corporation the Office of Thrift Supervision and any other agencies that may
be defined as appropriate regulatory agencies under Section 3(a)(34) of the Exchange
Act (15 USC 78c(a)(34))
(g) Appropriate regulatory authority means an appropriate regulatory agency
other than the Commission
(h) Self-regulatory organization means any national securities exchange
registered securities association registered clearing agency the Municipal Securities
Rulemaking Board and any other organizations that may be defined as self-regulatory
organizations under Section 3(a)(26) of the Exchange Act (15 USC 78c(a)(26))
sect 24021F-5 Amount of award
(a) The determination of the amount of an award is in the discretion of the
Commission
(b) If all of the conditions are met for a whistleblower award in connection with a
Commission action or a related action the Commission will then decide the percentage
amount of the award applying the criteria set forth in sect 24021F-6 of this chapter and
pursuant to the procedures set forth in sectsect 24021F-10 and 24021F-11 of this chapter
The amount will be at least 10 percent and no more than 30 percent of the monetary
sanctions that the Commission and the other authorities are able to collect The
percentage awarded in connection with a Commission action may differ from the
percentage awarded in connection with a related action
(c) If the Commission makes awards to more than one whistleblower in
connection with the same action or related action the Commission will determine an
individual percentage award for each whistleblower but in no event will the total
amount awarded to all whistleblowers in the aggregate be less than 10 percent or greater
than 30 percent of the amount the Commission or the other authorities collect
sect 24021F-6 Criteria for determining amount of award
In exercising its discretion to determine the appropriate award percentage the
Commission may consider the following factors in relation to the unique facts and
circumstances of each case and may increase or decrease the award percentage based
on its analysis of these factors In the event that awards are determined for multiple
whistleblowers in connection an action these factors will be used to determine the
relative allocation of awards among the whistleblowers
(a) Factors that may increase the amount of a whistleblowerrsquos award In
determining whether to increase the amount of an award the Commission will consider
the following factors which are not listed in order of importance
(1) Significance of the information provided by the whistleblower The
Commission will assess the significance of the information provided by a whistleblower
to the success of the Commission action or related action In considering this factor the
Commission may take into account among other things
(i) The nature of the information provided by the whistleblower and how it
related to the successful enforcement action including whether the reliability and
completeness of the information provided to the Commission by the whistleblower
resulted in the conservation of Commission resources
(ii) The degree to which the information provided by the whistleblower
supported one or more successful claims brought in the Commission or related action
(2) Assistance provided by the whistleblower The Commission will assess the
degree of assistance provided by the whistleblower and any legal representative of the
whistleblower in the Commission action or related action In considering this factor the
Commission may take into account among other things
(i) Whether the whistleblower provided ongoing extensive and timely
cooperation and assistance by for example helping to explain complex transactions
interpreting key evidence or identifying new and productive lines of inquiry
(ii) The timeliness of the whistleblowerrsquos initial report to the Commission or to
an internal compliance or reporting system of business organizations committing or
impacted by the securities violations where appropriate
(iii) The resources conserved as a result of the whistleblowerrsquos assistance
(iv) Whether the whistleblower appropriately encouraged or authorized others to
assist the staff of the Commission who might otherwise not have participated in the
investigation or related action
(v) The efforts undertaken by the whistleblower to remediate the harm caused by
the violations including assisting the authorities in the recovery of the fruits and
instrumentalities of the violations and
(vi) Any unique hardships experienced by the whistleblower as a result of his or
her reporting and assisting in the enforcement action
(3) Law enforcement interest The Commission will assess its programmatic
interest in deterring violations of the securities laws by making awards to
whistleblowers who provide information that leads to the successful enforcement of
such laws In considering this factor the Commission may take into account among
other things
(i) The degree to which an award enhances the Commissionrsquos ability to enforce
the federal securities laws and protect investors and
(ii) The degree to which an award encourages the submission of high quality
information from whistleblowers by appropriately rewarding whistleblowersrsquo
submission of significant information and assistance even in cases where the monetary
sanctions available for collection are limited or potential monetary sanctions were
reduced or eliminated by the Commission because an entity self-reported a securities
violation following the whistleblowerrsquos related internal disclosure report or
submission
(iii) Whether the subject matter of the action is a Commission priority whether
the reported misconduct involves regulated entities or fiduciaries whether the
whistleblower exposed an industry-wide practice the type and severity of the securities
violations the age and duration of misconduct the number of violations and the
isolated repetitive or ongoing nature of the violations and
(iv) The dangers to investors or others presented by the underlying violations
involved in the enforcement action including the amount of harm or potential harm
caused by the underlying violations the type of harm resulting from or threatened by
the underlying violations and the number of individuals or entities harmed
(4) Participation in internal compliance systems The Commission will assess
whether and the extent to which the whistleblower and any legal representative of the
whistleblower participated in internal compliance systems In considering this factor
the Commission may take into account among other things
(i) Whether and the extent to which a whistleblower reported the possible
securities violations through internal whistleblower legal or compliance procedures
before or at the same time as reporting them to the Commission and
(ii) Whether and the extent to which a whistleblower assisted any internal
investigation or inquiry concerning the reported securities violations
(b) Factors that may decrease the amount of a whistleblowerrsquos award In
determining whether to decrease the amount of an award the Commission will consider
the following factors which are not listed in order of importance
(1) Culpability The Commission will assess the culpability or involvement of the
whistleblower in matters associated with the Commissionrsquos action or related actions In
considering this factor the Commission may take into account among other things
(i) The whistleblowerrsquos role in the securities violations
(ii) The whistleblowerrsquos education training experience and position of
responsibility at the time the violations occurred
(iii) Whether the whistleblower acted with scienter both generally and in
relation to others who participated in the violations
(iv) Whether the whistleblower financially benefitted from the violations
(v) Whether the whistleblower is a recidivist
(vi) The egregiousness of the underlying fraud committed by the whistleblower
and
(vii) Whether the whistleblower knowingly interfered with the Commissionrsquos
investigation of the violations or related enforcement actions
(2) Unreasonable reporting delay The Commission will assess whether the
whistleblower unreasonably delayed reporting the securities violations In considering
this factor the Commission may take into account among other things
(i) Whether the whistleblower was aware of the relevant facts but failed to take
reasonable steps to report or prevent the violations from occurring or continuing
(ii) Whether the whistleblower was aware of the relevant facts but only reported
them after learning about a related inquiry investigation or enforcement action and
(iii) Whether there was a legitimate reason for the whistleblower to delay
reporting the violations
(3) Interference with internal compliance and reporting systems The
Commission will assess in cases where the whistleblower interacted with his or her
entityrsquos internal compliance or reporting system whether the whistleblower
undermined the integrity of such system In considering this factor the Commission
will take into account whether there is evidence provided to the Commission that the
whistleblower knowingly
(i) Interfered with an entityrsquos established legal compliance or audit procedures
to prevent or delay detection of the reported securities violation
(ii) Made any material false fictitious or fraudulent statements or
representations that hindered an entityrsquos efforts to detect investigate or remediate the
reported securities violations and
(iii) Provided any false writing or document knowing the writing or document
contained any false fictitious or fraudulent statements or entries that hindered an
entityrsquos efforts to detect investigate or remediate the reported securities violations
sect 24021F-7 Confidentiality of submissions
(a) Section 21F(h)(2) of the Exchange Act (15 USC 78u-6(h)(2)) requires that
the Commission not disclose information that could reasonably be expected to reveal
the identity of a whistleblower except that the Commission may disclose such
information in the following circumstances
(1) When disclosure is required to a defendant or respondent in connection with
a federal court or administrative action that the Commission files or in another public
action or proceeding that is filed by an authority to which we provide the information as
described below
(2) When the Commission determines that it is necessary to accomplish the
purposes of the Exchange Act (15 USC 78a) and to protect investors it may provide
your information to the Department of Justice an appropriate regulatory authority a
self regulatory organization a state attorney general in connection with a criminal
investigation any appropriate state regulatory authority the Public Company
Accounting Oversight Board or foreign securities and law enforcement authorities
Each of these entities other than foreign securities and law enforcement authorities is
subject to the confidentiality requirements set forth in Section 21F(h) of the Exchange
Act (15 USC 78u-6(h)) The Commission will determine what assurances of
confidentiality it deems appropriate in providing such information to foreign securities
and law enforcement authorities
(3) The Commission may make disclosures in accordance with the Privacy Act of
1974 (5 USC 552a)
(b) You may submit information to the Commission anonymously If you do so
however you must also do the following
(1) You must have an attorney represent you in connection with both your
submission of information and your claim for an award and your attorneyrsquos name and
contact information must be provided to the Commission at the time you submit your
information
(2) You and your attorney must follow the procedures set forth in sect 24021F-9 of
this chapter for submitting original information anonymously and
(3) Before the Commission will pay any award to you you must disclose your
identity to the Commission and your identity must be verified by the Commission as set
forth in sect 24021F-10 of this chapter
sect 24021F-8 Eligibility
(a) To be eligible for a whistleblower award you must give the Commission
information in the form and manner that the Commission requires The procedures for
submitting information and making a claim for an award are described in sect 24021F-9
through sect 24021F-11 of this chapter You should read these procedures carefully
because you need to follow them in order to be eligible for an award except that the
Commission may in its sole discretion waive any of these procedures based upon a
showing of extraordinary circumstances
(b) In addition to any forms required by these rules the Commission may also
require that you provide certain additional information You may be required to
(1) Provide explanations and other assistance in order that the staff may evaluate
and use the information that you submitted
(2) Provide all additional information in your possession that is related to the
subject matter of your submission in a complete and truthful manner through follow-up
meetings or in other forms that our staff may agree to
(3) Provide testimony or other evidence acceptable to the staff relating to
whether you are eligible or otherwise satisfy any of the conditions for an award and
(4) Enter into a confidentiality agreement in a form acceptable to the Office of
the Whistleblower covering any non-public information that the Commission provides
to you and including a provision that a violation of the agreement may lead to your
ineligibility to receive an award
(c) You are not eligible to be considered for an award if you do not satisfy the
requirements of paragraphs (a) and (b) of this section In addition you are not eligible
if
(1) You are or were at the time you acquired the original information provided to
the Commission a member officer or employee of the Commission the Department of
Justice an appropriate regulatory agency a self-regulatory organization the Public
Company Accounting Oversight Board or any law enforcement organization
(2) You are or were at the time you acquired the original information provided
to the Commission a member officer or employee of a foreign government any
political subdivision department agency or instrumentality of a foreign government or
any other foreign financial regulatory authority as that term is defined in Section
3(a)(52) of the Exchange Act (15 USC 78c(a)(52))
(3) You are convicted of a criminal violation that is related to the Commission
action or to a related action (as defined in sect 24021F-4 of this chapter) for which you
otherwise could receive an award
(4) You obtained the original information that you gave the Commission through
an audit of a companyrsquos financial statements and making a whistleblower submission
would be contrary to requirements of Section 10A of the Exchange Act (15 USC 78j-a)
(5) You are the spouse parent child or sibling of a member or employee of the
Commission or you reside in the same household as a member or employee of the
Commission
(6) You acquired the original information you gave the Commission from a
person
(i) Who is subject to paragraph (c)(4) of this section unless the information is
not excluded from that personrsquos use or you are providing the Commission with
information about possible violations involving that person or
(ii) With the intent to evade any provision of these rules or
(7) In your whistleblower submission your other dealings with the Commission
or your dealings with another authority in connection with a related action you
knowingly and willfully make any false fictitious or fraudulent statement or
representation or use any false writing or document knowing that it contains any false
fictitious or fraudulent statement or entry with intent to mislead or otherwise hinder
the Commission or another authority
sect 24021F-9 Procedures for submitting original information
(a) To be considered a whistleblower under Section 21F of the Exchange Act (15
USC 78u-6(h)) you must submit your information about a possible securities law
violation by either of these methods
(1) Online through the Commissionrsquos website located at wwwsecgov or
(2) By mailing or faxing a Form TCR (Tip Complaint or Referral) (referenced in
sect 2491800 of this chapter) to the SEC Office of the Whistleblower 100 F Street NE
Washington DC 20549-5631 Fax (703) 813-9322
(b) Further to be eligible for an award you must declare under penalty of perjury
at the time you submit your information pursuant to paragraph (a)(1) or (2) of this
section that your information is true and correct to the best of your knowledge and
belief
(c) Notwithstanding paragraphs (a) and (b) of this section if you are providing
your original information to the Commission anonymously then your attorney must
submit your information on your behalf pursuant to the procedures specified in
paragraph (a) of this section Prior to your attorneys submission you must provide
your attorney with a completed Form TCR (referenced in sect2491800 of this chapter)
that you have signed under penalty of perjury When your attorney makes her
submission on your behalf your attorney will be required to certify that he or she
(1) Has verified your identity
(2) Has reviewed your completed and signed Form TCR (referenced in sect2491800
of this chapter) for completeness and accuracy and that the information contained
therein is true correct and complete to the best of the attorneys knowledge
information and belief
(3) Has obtained your non-waivable consent to provide the Commission with
your original completed and signed Form TCR (referenced in sect2491800 of this chapter)
in the event that the Commission requests it due to concerns that you may have
knowingly and willfully made false fictitious or fraudulent statements or
representations or used any false writing or document knowing that the writing or
document contains any false fictitious or fraudulent statement or entry and
(4) Consents to be legally obligated to provide the signed Form TCR (referenced
in sect2491800 of this chapter) within seven (7) calendar days of receiving such request
from the Commission
(d) If you submitted original information in writing to the Commission after July
21 2010 (the date of enactment of the Dodd-Frank Wall Street Reform and Consumer
Protection Act) but before the effective date of these rules your submission will be
deemed to satisfy the requirements set forth in paragraphs (a) and (b) of this section If
you were an anonymous whistleblower however you must provide your attorney with a
completed and signed copy of Form TCR (referenced in sect2491800 of this chapter)
within 60 days of the effective date of these rules your attorney must retain the signed
form in his or her records and you must provide of copy of the signed form to the
Commission staff upon request by Commission staff prior to any payment of an award
to you in connection with your submission Notwithstanding the foregoing you must
follow the procedures and conditions for making a claim for a whistleblower award
described in sectsect 24021F-10 and 24021F-11 of this chapter
sect 24021F-10 Procedures for making a claim for a whistleblower
award in SEC actions that result in monetary sanctions in excess of
$1000000
(a) Whenever a Commission action results in monetary sanctions totaling more
than $1000000 the Office of the Whistleblower will cause to be published on the
Commissionrsquos website a ldquoNotice of Covered Actionrdquo Such Notice will be published
subsequent to the entry of a final judgment or order that alone or collectively with other
judgments or orders previously entered in the Commission action exceeds $1000000
or in the absence of such judgment or order subsequent to the deposit of monetary
sanctions exceeding $1000000 into a disgorgement or other fund pursuant to Section
308(b) of the Sarbanes-Oxley Act of 2002 A claimant will have ninety (90) days from
the date of the Notice of Covered Action to file a claim for an award based on that action
or the claim will be barred
(b) To file a claim for a whistleblower award you must file Form WB-APP
Application for Award for Original Information Provided Pursuant to Section 21F of
the Securities Exchange Act of 1934 (referenced in sect 2491801 of this chapter) You
must sign this form as the claimant and submit it to the Office of the Whistleblower by
mail or fax All claim forms including any attachments must be received by the Office
of the Whistleblower within ninety (90) calendar days of the date of the Notice of
Covered Action in order to be considered for an award
(c) If you provided your original information to the Commission anonymously
you must disclose your identity on the Form WB-APP (referenced in sect 2491801 of this
chapter) and your identity must be verified in a form and manner that is acceptable to
the Office of the Whistleblower prior to the payment of any award
(d) Once the time for filing any appeals of the Commissionrsquos judicial or
administrative action has expired or where an appeal has been filed after all appeals in
the action have been concluded the staff designated by the Director of the Division of
Enforcement (ldquoClaims Review Staffrdquo) will evaluate all timely whistleblower award claims
submitted on Form WB-APP (referenced in sect 2491801 of this chapter) in accordance
with the criteria set forth in these rules In connection with this process the Office of
the Whistleblower may require that you provide additional information relating to your
eligibility for an award or satisfaction of any of the conditions for an award as set forth
in sect 24021F-(8)(b) of this chapter Following that evaluation the Office of the
Whistleblower will send you a Preliminary Determination setting forth a preliminary
assessment as to whether the claim should be allowed or denied and if allowed setting
forth the proposed award percentage amount
(e) You may contest the Preliminary Determination made by the Claims Review
Staff by submitting a written response to the Office of the Whistleblower setting forth
the grounds for your objection to either the denial of an award or the proposed amount
of an award The response must be in the form and manner that the Office of the
Whistleblower shall require You may also include documentation or other evidentiary
support for the grounds advanced in your response
(1) Before determining whether to contest a Preliminary Determination you
may
(i) Within thirty (30) days of the date of the Preliminary Determination request
that the Office of the Whistleblower make available for your review the materials from
among those set forth in sect 24021F-12(a) of this chapter that formed the basis of the
Claims Review Staffrsquos Preliminary Determination
(ii) Within thirty (30) calendar days of the date of the Preliminary
Determination request a meeting with the Office of the Whistleblower however such
meetings are not required and the office may in its sole discretion decline the request
(2) If you decide to contest the Preliminary Determination you must submit
your written response and supporting materials within sixty (60) calendar days of the
date of the Preliminary Determination or if a request to review materials is made
pursuant to paragraph (e)(1) of this section then within sixty (60) calendar days of the
Office of the Whistleblower making those materials available for your review
(f) If you fail to submit a timely response pursuant to paragraph (e) of this
section then the Preliminary Determination will become the Final Order of the
Commission (except where the Preliminary Determination recommended an award in
which case the Preliminary Determination will be deemed a Proposed Final
Determination for purposes of paragraph (h) of this section) Your failure to submit a
timely response contesting a Preliminary Determination will constitute a failure to
exhaust administrative remedies and you will be prohibited from pursuing an appeal
pursuant to sect 24021F-13 of this chapter
(g) If you submit a timely response pursuant to paragraph (e) of this section
then the Claims Review Staff will consider the issues and grounds advanced in your
response along with any supporting documentation you provided and will make its
Proposed Final Determination
(h) The Office of the Whistleblower will then notify the Commission of each
Proposed Final Determination Within thirty 30 days thereafter any Commissioner
may request that the Proposed Final Determination be reviewed by the Commission If
no Commissioner requests such a review within the 30-day period then the Proposed
Final Determination will become the Final Order of the Commission In the event a
Commissioner requests a review the Commission will review the record that the staff
relied upon in making its determinations including your previous submissions to the
Office of the Whistleblower and issue its Final Order
(i) The Office of the Whistleblower will provide you with the Final Order of the
Commission
sect 24021F-11 Procedures for determining awards based upon a related
action (a) If you are eligible to receive an award following a Commission action
that results in monetary sanctions totaling more than $1000000 you also may be
eligible to receive an award based on the monetary sanctions that are collected from a
related action (as defined in sect 24021F-3 of this chapter)
(b) You must also use Form WB-APP (referenced in sect 2491801 of this chapter)
to submit a claim for an award in a related action You must sign this form as the
claimant and submit it to the Office of the Whistleblower by mail or fax as follows
(1) If a final order imposing monetary sanctions has been entered in a related
action at the time you submit your claim for an award in connection with a Commission
action you must submit your claim for an award in that related action on the same
Form WB-APP (referenced in sect 2491801 of this chapter) that you use for the
Commission action
(2) If a final order imposing monetary sanctions in a related action has not been
entered at the time you submit your claim for an award in connection with a
Commission action you must submit your claim on Form WB-APP (referenced in sect
2491801 of this chapter) within ninety (90) days of the issuance of a final order
imposing sanctions in the related action
(c) The Office of the Whistleblower may request additional information from you
in connection with your claim for an award in a related action to demonstrate that you
directly (or through the Commission) voluntarily provided the governmental agency
regulatory authority or self-regulatory organization the same original information that
led to the Commissionrsquos successful covered action and that this information led to the
successful enforcement of the related action The Office of the Whistleblower may in its
discretion seek assistance and confirmation from the other agency in making this
determination
(d) Once the time for filing any appeals of the final judgment or order in a related
action has expired or if an appeal has been filed after all appeals in the action have
been concluded the Claims Review Staff will evaluate all timely whistleblower award
claims submitted on Form WB-APP (referenced in sect 2491801 of this chapter) in
connection with the related action The evaluation will be undertaken pursuant to the
criteria set forth in these rules In connection with this process the Office of the
Whistleblower may require that you provide additional information relating to your
eligibility for an award or satisfaction of any of the conditions for an award as set forth
in sect 24021F-(8)(b) of this chapter Following this evaluation the Office of the
Whistleblower will send you a Preliminary Determination setting forth a preliminary
assessment as to whether the claim should be allowed or denied and if allowed setting
forth the proposed award percentage amount
(e) You may contest the Preliminary Determination made by the Claims Review
Staff by submitting a written response to the Office of the Whistleblower setting forth
the grounds for your objection to either the denial of an award or the proposed amount
of an award The response must be in the form and manner that the Office of the
Whistleblower shall require You may also include documentation or other evidentiary
support for the grounds advanced in your response
(1) Before determining whether to contest a Preliminary Determination you
may
(i) Within thirty (30) days of the date of the Preliminary Determination request
that the Office of the Whistleblower make available for your review the materials from
among those set forth in sect 24021F-12(a) of this chapter that formed the basis of the
Claims Review Staffrsquos Preliminary Determination
(ii) Within thirty (30) days of the date of the Preliminary Determination request
a meeting with the Office of the Whistleblower however such meetings are not required
and the office may in its sole discretion decline the request
(2) If you decide to contest the Preliminary Determination you must submit
your written response and supporting materials within sixty (60) calendar days of the
date of the Preliminary Determination or if a request to review materials is made
pursuant to paragraph (e)(1)(i) of this section then within sixty (60) calendar days of
the Office of the Whistleblower making those materials available for your review
(f) If you fail to submit a timely response pursuant to paragraph (e) of this
section then the Preliminary Determination will become the Final Order of the
Commission (except where the Preliminary Determination recommended an award in
which case the Preliminary Determination will be deemed a Proposed Final
Determination for purposes of paragraph (h) of this section) Your failure to submit a
timely response contesting a Preliminary Determination will constitute a failure to
exhaust administrative remedies and you will be prohibited from pursuing an appeal
pursuant to sect 24021F-13 of this chapter
(g) If you submit a timely response pursuant to paragraph (e) of this section
then the Claims Review Staff will consider the issues and grounds that you advanced in
your response along with any supporting documentation you provided and will make
its Proposed Final Determination
(h) The Office of the Whistleblower will notify the Commission of each Proposed
Final Determination Within thirty 30 days thereafter any Commissioner may request
that the Proposed Final Determination be reviewed by the Commission If no
Commissioner requests such a review within the 30-day period then the Proposed Final
Determination will become the Final Order of the Commission In the event a
Commissioner requests a review the Commission will review the record that the staff
relied upon in making its determinations including your previous submissions to the
Office of the Whistleblower and issue its Final Order
(i) The Office of the Whistleblower will provide you with the Final Order of the
Commission
sect 24021F-12 Materials that may form the basis of an award determination
and that may comprise the record on appeal
(a) The following items constitute the materials that the Commission and the
Claims Review Staff may rely upon to make an award determination pursuant to sectsect
24021F-10 and 24021F-11 of this chapter
(1) Any publicly available materials from the covered action or related action
including
(i) The complaint notice of hearing answers and any amendments thereto
(ii) The final judgment consent order or final administrative order
(iii) Any transcripts of the proceedings including any exhibits
(iv) Any items that appear on the docket and
(v) Any appellate decisions or orders
(2) The whistleblowerrsquos Form TCR (referenced in sect2491800 of this chapter)
including attachments and other related materials provided by the whistleblower to
assist the Commission with the investigation or examination
(3) The whistleblowerrsquos Form WB-APP (referenced in sect2491800 of this chapter)
including attachments and any other filings or submissions from the whistleblower in
support of the award application
(4) Sworn declarations (including attachments) from the Commission staff
regarding any matters relevant to the award determination
(5) With respect to an award claim involving a related action any statements or
other information that the entity provides or identifies in connection with an award
determination provided the entity has authorized the Commission to share the
information with the claimant (Neither the Commission nor the Claims Review Staff
may rely upon information that the entity has not authorized the Commission to share
with the claimant) and
(6) Any other documents or materials including sworn declarations from third-
parties that are received or obtained by the Office of the Whistleblower to assist the
Commission resolve the claimantrsquos award application including information related to
the claimantrsquos eligibility (Neither the Commission nor the Claims Review Staff may rely
upon information that the entity has not authorized the Commission to share with the
claimant)
(b) These rules do not entitle claimants to obtain from the Commission any
materials (including any pre-decisional or internal deliberative process materials that
are prepared exclusively to assist the Commission in deciding the claim) other than
those listed in paragraph (a) of this section Moreover the Office of the Whistleblower
may make redactions as necessary to comply with any statutory restrictions to protect
the Commissionrsquos law enforcement and regulatory functions and to comply with
requests for confidential treatment from other law enforcement and regulatory
authorities The Office of the Whistleblower may also require you to sign a
confidentiality agreement as set forth in sect 24021F-(8)(b)(4) of this chapter before
providing these materials
sect 24021F-13 Appeals
(a) Section 21F of the Exchange Act (15 USC 78u-6) commits determinations of
whether to whom and in what amount to make awards to the Commissionrsquos discretion
A determination of whether or to whom to make an award may be appealed within 30
days after the Commission issues its final decision to the United States Court of Appeals
for the District of Columbia Circuit or to the circuit where the aggrieved person resides
or has his principal place of business Where the Commission makes an award based on
the factors set forth in sect 24021F-6 of this chapter of not less than 10 percent and not
more than 30 percent of the monetary sanctions collected in the Commission or related
action the Commissionrsquos determination regarding the amount of an award (including
the allocation of an award as between multiple whistleblowers and any factual findings
legal conclusions policy judgments or discretionary assessments involving the
Commissionrsquos consideration of the factors in sect 24021F-6 of this chapter) is not
appealable
(b) The record on appeal shall consist of the Preliminary Determination the
Final Order of the Commission and any other items from those set forth in sect 24021F-
12(a) of this chapter that either the claimant or the Commission identifies for inclusion
in the record The record on appeal shall not include any pre-decisional or internal
deliberative process materials that are prepared exclusively to assist the Commission in
deciding the claim (including the staffs Draft Final Determination in the event that the
Commissioners reviewed the claim and issued the Final Order)
sect 24021F- 14 Procedures applicable to the payment of awards
(a) Any award made pursuant to these rules will be paid from the Securities and
Exchange Commission Investor Protection Fund (the ldquoFundrdquo)
(b) A recipient of a whistleblower award is entitled to payment on the award only
to the extent that a monetary sanction is collected in the Commission action or in a
related action upon which the award is based
(c) Payment of a whistleblower award for a monetary sanction collected in a
Commission action or related action shall be made following the later of
(1) The date on which the monetary sanction is collected or
(2) The completion of the appeals process for all whistleblower award claims
arising from
(i) The Notice of Covered Action in the case of any payment of an award for a
monetary sanction collected in a Commission action or
(ii) The related action in the case of any payment of an award for a monetary
sanction collected in a related action
(d) If there are insufficient amounts available in the Fund to pay the entire
amount of an award payment within a reasonable period of time from the time for
payment specified by paragraph (c) of this section then subject to the following terms
the balance of the payment shall be paid when amounts become available in the Fund
as follows
(1) Where multiple whistleblowers are owed payments from the Fund based on
awards that do not arise from the same Notice of Covered Action (or related action)
priority in making these payments will be determined based upon the date that the
collections for which the whistleblowers are owed payments occurred If two or more of
these collections occur on the same date those whistleblowers owed payments based on
these collections will be paid on a pro rata basis until sufficient amounts become
available in the Fund to pay their entire payments
(2) Where multiple whistleblowers are owed payments from the Fund based on
awards that arise from the same Notice of Covered Action (or related action) they will
share the same payment priority and will be paid on a pro rata basis until sufficient
amounts become available in the Fund to pay their entire payments
sect 24021F-15 No amnesty
The Securities Whistleblower Incentives and Protection provisions do not provide
amnesty to individuals who provide information to the Commission The fact that you
may become a whistleblower and assist in Commission investigations and enforcement
actions does not preclude the Commission from bringing an action against you based
upon your own conduct in connection with violations of the federal securities laws If
such an action is determined to be appropriate however the Commission will take your
cooperation into consideration in accordance with its Policy Statement Concerning
Cooperation by Individuals in Investigations and Related Enforcement Actions (17 CFR
sect 20212)
sect 24021F-16 Awards to whistleblowers who engage in culpable conduct
In determining whether the required $1000000 threshold has been satisfied
(this threshold is further explained in sect 24021F-10 of this chapter) for purposes of
making any award the Commission will not take into account any monetary sanctions
that the whistleblower is ordered to pay or that are ordered against any entity whose
liability is based substantially on conduct that the whistleblower directed planned or
initiated Similarly if the Commission determines that a whistleblower is eligible for an
award any amounts that the whistleblower or such an entity pay in sanctions as a result
of the action or related actions will not be included within the calculation of the amounts
collected for purposes of making payments
sect 24021F-17 Staff communications with individuals reporting possible
securities law violations
(a) No person may take any action to impede an individual from communicating
directly with the Commission staff about a possible securities law violation including
enforcing or threatening to enforce a confidentiality agreement (other than agreements
dealing with information covered by sect 24021F-4(b)(4)(i) and sect 24021F-4(b)(4)(ii) of
this chapter related to the legal representation of a client) with respect to such
communications
(b) If you are a director officer member agent or employee of an entity that has
counsel and you have initiated communication with the Commission relating to a
possible securities law violation the staff is authorized to communicate directly with you
regarding the possible securities law violation without seeking the consent of the entityrsquos
counsel
have voluntarily given such authorities the information within the meaning of these
rules You must establish your status as the original source of information to the
Commissionrsquos satisfaction In determining whether you are the original source of
information the Commission may seek assistance and confirmation from one of the
other authorities described above or from another entity (including your employer) in
the event that you claim to be the original source of information that an authority or
another entity provided to the Commission
(6) If the Commission already knows some information about a matter from
other sources at the time you make your submission and you are not an original source
of that information under paragraph (b)(5) of this section the Commission will consider
you an original source of any information you provide that is derived from your
independent knowledge or analysis and that materially adds to the information that the
Commission already possesses
(7) If you provide information to the Congress any other authority of the federal
government a state Attorney General or securities regulatory authority any self-
regulatory organization or the Public Company Accounting Oversight Board or to an
entityrsquos internal whistleblower legal or compliance procedures for reporting allegations
of possible violations of law and you within 120 days submit the same information to
the Commission pursuant to sect 24021F-9 of this chapter as you must do in order for you
to be eligible to be considered for an award then for purposes of evaluating your claim
to an award under sectsect 24021F-10 and 24021F-11 of this chapter the Commission will
consider that you provided information as of the date of your original disclosure report
or submission to one of these other authorities or persons You must establish the
effective date of any prior disclosure report or submission to the Commissionrsquos
satisfaction The Commission may seek assistance and confirmation from the other
authority or person in making this determination
(c) Information that leads to successful enforcement The Commission will
consider that you provided original information that led to the successful enforcement
of a judicial or administrative action in any of the following circumstances
(1) You gave the Commission original information that was sufficiently specific
credible and timely to cause the staff to commence an examination open an
investigation reopen an investigation that the Commission had closed or to inquire
concerning different conduct as part of a current examination or investigation and the
Commission brought a successful judicial or administrative action based in whole or in
part on conduct that was the subject of your original information or
(2) You gave the Commission original information about conduct that was
already under examination or investigation by the Commission the Congress any other
authority of the federal government a state Attorney General or securities regulatory
authority any self-regulatory organization or the PCAOB (except in cases where you
were an original source of this information as defined in paragraph (b)(4) of this
section) and your submission significantly contributed to the success of the action
(3) You reported original information through an entityrsquos internal whistleblower
legal or compliance procedures for reporting allegations of possible violations of law
before or at the same time you reported them to the Commission the entity later
provided your information to the Commission or provided results of an audit or
investigation initiated in whole or in part in response to information you reported to the
entity and the information the entity provided to the Commission satisfies either
paragraph (c)(1) or (c)(2) of this section Under this paragraph (c)(3) you must also
submit the same information to the Commission in accordance with the procedures set
forth in sect24021F-9 within 120 days of providing it to the entity
(d) An action generally means a single captioned judicial or administrative
proceeding brought by the Commission Notwithstanding the foregoing
(1) For purposes of making an award under sect 24021F-10 of this chapter the
Commission will treat as a Commission action two or more administrative or judicial
proceedings brought by the Commission if these proceedings arise out of the same
nucleus of operative facts or
(2) For purposes of determining the payment on an award under sect 24021F-14 of
this chapter the Commission will deem as part of the Commission action upon which
the award was based any subsequent Commission proceeding that individually results
in a monetary sanction of $1000000 or less and that arises out of the same nucleus of
operative facts
(e) Monetary sanctions means any money including penalties disgorgement
and interest ordered to be paid and any money deposited into a disgorgement fund or
other fund pursuant to Section 308(b) of the Sarbanes-Oxley Act of 2002 (15 USC
7246(b)) as a result of a Commission action or a related action
(f) Appropriate regulatory agency means the Commission the Comptroller of the
Currency the Board of Governors of the Federal Reserve System the Federal Deposit
Insurance Corporation the Office of Thrift Supervision and any other agencies that may
be defined as appropriate regulatory agencies under Section 3(a)(34) of the Exchange
Act (15 USC 78c(a)(34))
(g) Appropriate regulatory authority means an appropriate regulatory agency
other than the Commission
(h) Self-regulatory organization means any national securities exchange
registered securities association registered clearing agency the Municipal Securities
Rulemaking Board and any other organizations that may be defined as self-regulatory
organizations under Section 3(a)(26) of the Exchange Act (15 USC 78c(a)(26))
sect 24021F-5 Amount of award
(a) The determination of the amount of an award is in the discretion of the
Commission
(b) If all of the conditions are met for a whistleblower award in connection with a
Commission action or a related action the Commission will then decide the percentage
amount of the award applying the criteria set forth in sect 24021F-6 of this chapter and
pursuant to the procedures set forth in sectsect 24021F-10 and 24021F-11 of this chapter
The amount will be at least 10 percent and no more than 30 percent of the monetary
sanctions that the Commission and the other authorities are able to collect The
percentage awarded in connection with a Commission action may differ from the
percentage awarded in connection with a related action
(c) If the Commission makes awards to more than one whistleblower in
connection with the same action or related action the Commission will determine an
individual percentage award for each whistleblower but in no event will the total
amount awarded to all whistleblowers in the aggregate be less than 10 percent or greater
than 30 percent of the amount the Commission or the other authorities collect
sect 24021F-6 Criteria for determining amount of award
In exercising its discretion to determine the appropriate award percentage the
Commission may consider the following factors in relation to the unique facts and
circumstances of each case and may increase or decrease the award percentage based
on its analysis of these factors In the event that awards are determined for multiple
whistleblowers in connection an action these factors will be used to determine the
relative allocation of awards among the whistleblowers
(a) Factors that may increase the amount of a whistleblowerrsquos award In
determining whether to increase the amount of an award the Commission will consider
the following factors which are not listed in order of importance
(1) Significance of the information provided by the whistleblower The
Commission will assess the significance of the information provided by a whistleblower
to the success of the Commission action or related action In considering this factor the
Commission may take into account among other things
(i) The nature of the information provided by the whistleblower and how it
related to the successful enforcement action including whether the reliability and
completeness of the information provided to the Commission by the whistleblower
resulted in the conservation of Commission resources
(ii) The degree to which the information provided by the whistleblower
supported one or more successful claims brought in the Commission or related action
(2) Assistance provided by the whistleblower The Commission will assess the
degree of assistance provided by the whistleblower and any legal representative of the
whistleblower in the Commission action or related action In considering this factor the
Commission may take into account among other things
(i) Whether the whistleblower provided ongoing extensive and timely
cooperation and assistance by for example helping to explain complex transactions
interpreting key evidence or identifying new and productive lines of inquiry
(ii) The timeliness of the whistleblowerrsquos initial report to the Commission or to
an internal compliance or reporting system of business organizations committing or
impacted by the securities violations where appropriate
(iii) The resources conserved as a result of the whistleblowerrsquos assistance
(iv) Whether the whistleblower appropriately encouraged or authorized others to
assist the staff of the Commission who might otherwise not have participated in the
investigation or related action
(v) The efforts undertaken by the whistleblower to remediate the harm caused by
the violations including assisting the authorities in the recovery of the fruits and
instrumentalities of the violations and
(vi) Any unique hardships experienced by the whistleblower as a result of his or
her reporting and assisting in the enforcement action
(3) Law enforcement interest The Commission will assess its programmatic
interest in deterring violations of the securities laws by making awards to
whistleblowers who provide information that leads to the successful enforcement of
such laws In considering this factor the Commission may take into account among
other things
(i) The degree to which an award enhances the Commissionrsquos ability to enforce
the federal securities laws and protect investors and
(ii) The degree to which an award encourages the submission of high quality
information from whistleblowers by appropriately rewarding whistleblowersrsquo
submission of significant information and assistance even in cases where the monetary
sanctions available for collection are limited or potential monetary sanctions were
reduced or eliminated by the Commission because an entity self-reported a securities
violation following the whistleblowerrsquos related internal disclosure report or
submission
(iii) Whether the subject matter of the action is a Commission priority whether
the reported misconduct involves regulated entities or fiduciaries whether the
whistleblower exposed an industry-wide practice the type and severity of the securities
violations the age and duration of misconduct the number of violations and the
isolated repetitive or ongoing nature of the violations and
(iv) The dangers to investors or others presented by the underlying violations
involved in the enforcement action including the amount of harm or potential harm
caused by the underlying violations the type of harm resulting from or threatened by
the underlying violations and the number of individuals or entities harmed
(4) Participation in internal compliance systems The Commission will assess
whether and the extent to which the whistleblower and any legal representative of the
whistleblower participated in internal compliance systems In considering this factor
the Commission may take into account among other things
(i) Whether and the extent to which a whistleblower reported the possible
securities violations through internal whistleblower legal or compliance procedures
before or at the same time as reporting them to the Commission and
(ii) Whether and the extent to which a whistleblower assisted any internal
investigation or inquiry concerning the reported securities violations
(b) Factors that may decrease the amount of a whistleblowerrsquos award In
determining whether to decrease the amount of an award the Commission will consider
the following factors which are not listed in order of importance
(1) Culpability The Commission will assess the culpability or involvement of the
whistleblower in matters associated with the Commissionrsquos action or related actions In
considering this factor the Commission may take into account among other things
(i) The whistleblowerrsquos role in the securities violations
(ii) The whistleblowerrsquos education training experience and position of
responsibility at the time the violations occurred
(iii) Whether the whistleblower acted with scienter both generally and in
relation to others who participated in the violations
(iv) Whether the whistleblower financially benefitted from the violations
(v) Whether the whistleblower is a recidivist
(vi) The egregiousness of the underlying fraud committed by the whistleblower
and
(vii) Whether the whistleblower knowingly interfered with the Commissionrsquos
investigation of the violations or related enforcement actions
(2) Unreasonable reporting delay The Commission will assess whether the
whistleblower unreasonably delayed reporting the securities violations In considering
this factor the Commission may take into account among other things
(i) Whether the whistleblower was aware of the relevant facts but failed to take
reasonable steps to report or prevent the violations from occurring or continuing
(ii) Whether the whistleblower was aware of the relevant facts but only reported
them after learning about a related inquiry investigation or enforcement action and
(iii) Whether there was a legitimate reason for the whistleblower to delay
reporting the violations
(3) Interference with internal compliance and reporting systems The
Commission will assess in cases where the whistleblower interacted with his or her
entityrsquos internal compliance or reporting system whether the whistleblower
undermined the integrity of such system In considering this factor the Commission
will take into account whether there is evidence provided to the Commission that the
whistleblower knowingly
(i) Interfered with an entityrsquos established legal compliance or audit procedures
to prevent or delay detection of the reported securities violation
(ii) Made any material false fictitious or fraudulent statements or
representations that hindered an entityrsquos efforts to detect investigate or remediate the
reported securities violations and
(iii) Provided any false writing or document knowing the writing or document
contained any false fictitious or fraudulent statements or entries that hindered an
entityrsquos efforts to detect investigate or remediate the reported securities violations
sect 24021F-7 Confidentiality of submissions
(a) Section 21F(h)(2) of the Exchange Act (15 USC 78u-6(h)(2)) requires that
the Commission not disclose information that could reasonably be expected to reveal
the identity of a whistleblower except that the Commission may disclose such
information in the following circumstances
(1) When disclosure is required to a defendant or respondent in connection with
a federal court or administrative action that the Commission files or in another public
action or proceeding that is filed by an authority to which we provide the information as
described below
(2) When the Commission determines that it is necessary to accomplish the
purposes of the Exchange Act (15 USC 78a) and to protect investors it may provide
your information to the Department of Justice an appropriate regulatory authority a
self regulatory organization a state attorney general in connection with a criminal
investigation any appropriate state regulatory authority the Public Company
Accounting Oversight Board or foreign securities and law enforcement authorities
Each of these entities other than foreign securities and law enforcement authorities is
subject to the confidentiality requirements set forth in Section 21F(h) of the Exchange
Act (15 USC 78u-6(h)) The Commission will determine what assurances of
confidentiality it deems appropriate in providing such information to foreign securities
and law enforcement authorities
(3) The Commission may make disclosures in accordance with the Privacy Act of
1974 (5 USC 552a)
(b) You may submit information to the Commission anonymously If you do so
however you must also do the following
(1) You must have an attorney represent you in connection with both your
submission of information and your claim for an award and your attorneyrsquos name and
contact information must be provided to the Commission at the time you submit your
information
(2) You and your attorney must follow the procedures set forth in sect 24021F-9 of
this chapter for submitting original information anonymously and
(3) Before the Commission will pay any award to you you must disclose your
identity to the Commission and your identity must be verified by the Commission as set
forth in sect 24021F-10 of this chapter
sect 24021F-8 Eligibility
(a) To be eligible for a whistleblower award you must give the Commission
information in the form and manner that the Commission requires The procedures for
submitting information and making a claim for an award are described in sect 24021F-9
through sect 24021F-11 of this chapter You should read these procedures carefully
because you need to follow them in order to be eligible for an award except that the
Commission may in its sole discretion waive any of these procedures based upon a
showing of extraordinary circumstances
(b) In addition to any forms required by these rules the Commission may also
require that you provide certain additional information You may be required to
(1) Provide explanations and other assistance in order that the staff may evaluate
and use the information that you submitted
(2) Provide all additional information in your possession that is related to the
subject matter of your submission in a complete and truthful manner through follow-up
meetings or in other forms that our staff may agree to
(3) Provide testimony or other evidence acceptable to the staff relating to
whether you are eligible or otherwise satisfy any of the conditions for an award and
(4) Enter into a confidentiality agreement in a form acceptable to the Office of
the Whistleblower covering any non-public information that the Commission provides
to you and including a provision that a violation of the agreement may lead to your
ineligibility to receive an award
(c) You are not eligible to be considered for an award if you do not satisfy the
requirements of paragraphs (a) and (b) of this section In addition you are not eligible
if
(1) You are or were at the time you acquired the original information provided to
the Commission a member officer or employee of the Commission the Department of
Justice an appropriate regulatory agency a self-regulatory organization the Public
Company Accounting Oversight Board or any law enforcement organization
(2) You are or were at the time you acquired the original information provided
to the Commission a member officer or employee of a foreign government any
political subdivision department agency or instrumentality of a foreign government or
any other foreign financial regulatory authority as that term is defined in Section
3(a)(52) of the Exchange Act (15 USC 78c(a)(52))
(3) You are convicted of a criminal violation that is related to the Commission
action or to a related action (as defined in sect 24021F-4 of this chapter) for which you
otherwise could receive an award
(4) You obtained the original information that you gave the Commission through
an audit of a companyrsquos financial statements and making a whistleblower submission
would be contrary to requirements of Section 10A of the Exchange Act (15 USC 78j-a)
(5) You are the spouse parent child or sibling of a member or employee of the
Commission or you reside in the same household as a member or employee of the
Commission
(6) You acquired the original information you gave the Commission from a
person
(i) Who is subject to paragraph (c)(4) of this section unless the information is
not excluded from that personrsquos use or you are providing the Commission with
information about possible violations involving that person or
(ii) With the intent to evade any provision of these rules or
(7) In your whistleblower submission your other dealings with the Commission
or your dealings with another authority in connection with a related action you
knowingly and willfully make any false fictitious or fraudulent statement or
representation or use any false writing or document knowing that it contains any false
fictitious or fraudulent statement or entry with intent to mislead or otherwise hinder
the Commission or another authority
sect 24021F-9 Procedures for submitting original information
(a) To be considered a whistleblower under Section 21F of the Exchange Act (15
USC 78u-6(h)) you must submit your information about a possible securities law
violation by either of these methods
(1) Online through the Commissionrsquos website located at wwwsecgov or
(2) By mailing or faxing a Form TCR (Tip Complaint or Referral) (referenced in
sect 2491800 of this chapter) to the SEC Office of the Whistleblower 100 F Street NE
Washington DC 20549-5631 Fax (703) 813-9322
(b) Further to be eligible for an award you must declare under penalty of perjury
at the time you submit your information pursuant to paragraph (a)(1) or (2) of this
section that your information is true and correct to the best of your knowledge and
belief
(c) Notwithstanding paragraphs (a) and (b) of this section if you are providing
your original information to the Commission anonymously then your attorney must
submit your information on your behalf pursuant to the procedures specified in
paragraph (a) of this section Prior to your attorneys submission you must provide
your attorney with a completed Form TCR (referenced in sect2491800 of this chapter)
that you have signed under penalty of perjury When your attorney makes her
submission on your behalf your attorney will be required to certify that he or she
(1) Has verified your identity
(2) Has reviewed your completed and signed Form TCR (referenced in sect2491800
of this chapter) for completeness and accuracy and that the information contained
therein is true correct and complete to the best of the attorneys knowledge
information and belief
(3) Has obtained your non-waivable consent to provide the Commission with
your original completed and signed Form TCR (referenced in sect2491800 of this chapter)
in the event that the Commission requests it due to concerns that you may have
knowingly and willfully made false fictitious or fraudulent statements or
representations or used any false writing or document knowing that the writing or
document contains any false fictitious or fraudulent statement or entry and
(4) Consents to be legally obligated to provide the signed Form TCR (referenced
in sect2491800 of this chapter) within seven (7) calendar days of receiving such request
from the Commission
(d) If you submitted original information in writing to the Commission after July
21 2010 (the date of enactment of the Dodd-Frank Wall Street Reform and Consumer
Protection Act) but before the effective date of these rules your submission will be
deemed to satisfy the requirements set forth in paragraphs (a) and (b) of this section If
you were an anonymous whistleblower however you must provide your attorney with a
completed and signed copy of Form TCR (referenced in sect2491800 of this chapter)
within 60 days of the effective date of these rules your attorney must retain the signed
form in his or her records and you must provide of copy of the signed form to the
Commission staff upon request by Commission staff prior to any payment of an award
to you in connection with your submission Notwithstanding the foregoing you must
follow the procedures and conditions for making a claim for a whistleblower award
described in sectsect 24021F-10 and 24021F-11 of this chapter
sect 24021F-10 Procedures for making a claim for a whistleblower
award in SEC actions that result in monetary sanctions in excess of
$1000000
(a) Whenever a Commission action results in monetary sanctions totaling more
than $1000000 the Office of the Whistleblower will cause to be published on the
Commissionrsquos website a ldquoNotice of Covered Actionrdquo Such Notice will be published
subsequent to the entry of a final judgment or order that alone or collectively with other
judgments or orders previously entered in the Commission action exceeds $1000000
or in the absence of such judgment or order subsequent to the deposit of monetary
sanctions exceeding $1000000 into a disgorgement or other fund pursuant to Section
308(b) of the Sarbanes-Oxley Act of 2002 A claimant will have ninety (90) days from
the date of the Notice of Covered Action to file a claim for an award based on that action
or the claim will be barred
(b) To file a claim for a whistleblower award you must file Form WB-APP
Application for Award for Original Information Provided Pursuant to Section 21F of
the Securities Exchange Act of 1934 (referenced in sect 2491801 of this chapter) You
must sign this form as the claimant and submit it to the Office of the Whistleblower by
mail or fax All claim forms including any attachments must be received by the Office
of the Whistleblower within ninety (90) calendar days of the date of the Notice of
Covered Action in order to be considered for an award
(c) If you provided your original information to the Commission anonymously
you must disclose your identity on the Form WB-APP (referenced in sect 2491801 of this
chapter) and your identity must be verified in a form and manner that is acceptable to
the Office of the Whistleblower prior to the payment of any award
(d) Once the time for filing any appeals of the Commissionrsquos judicial or
administrative action has expired or where an appeal has been filed after all appeals in
the action have been concluded the staff designated by the Director of the Division of
Enforcement (ldquoClaims Review Staffrdquo) will evaluate all timely whistleblower award claims
submitted on Form WB-APP (referenced in sect 2491801 of this chapter) in accordance
with the criteria set forth in these rules In connection with this process the Office of
the Whistleblower may require that you provide additional information relating to your
eligibility for an award or satisfaction of any of the conditions for an award as set forth
in sect 24021F-(8)(b) of this chapter Following that evaluation the Office of the
Whistleblower will send you a Preliminary Determination setting forth a preliminary
assessment as to whether the claim should be allowed or denied and if allowed setting
forth the proposed award percentage amount
(e) You may contest the Preliminary Determination made by the Claims Review
Staff by submitting a written response to the Office of the Whistleblower setting forth
the grounds for your objection to either the denial of an award or the proposed amount
of an award The response must be in the form and manner that the Office of the
Whistleblower shall require You may also include documentation or other evidentiary
support for the grounds advanced in your response
(1) Before determining whether to contest a Preliminary Determination you
may
(i) Within thirty (30) days of the date of the Preliminary Determination request
that the Office of the Whistleblower make available for your review the materials from
among those set forth in sect 24021F-12(a) of this chapter that formed the basis of the
Claims Review Staffrsquos Preliminary Determination
(ii) Within thirty (30) calendar days of the date of the Preliminary
Determination request a meeting with the Office of the Whistleblower however such
meetings are not required and the office may in its sole discretion decline the request
(2) If you decide to contest the Preliminary Determination you must submit
your written response and supporting materials within sixty (60) calendar days of the
date of the Preliminary Determination or if a request to review materials is made
pursuant to paragraph (e)(1) of this section then within sixty (60) calendar days of the
Office of the Whistleblower making those materials available for your review
(f) If you fail to submit a timely response pursuant to paragraph (e) of this
section then the Preliminary Determination will become the Final Order of the
Commission (except where the Preliminary Determination recommended an award in
which case the Preliminary Determination will be deemed a Proposed Final
Determination for purposes of paragraph (h) of this section) Your failure to submit a
timely response contesting a Preliminary Determination will constitute a failure to
exhaust administrative remedies and you will be prohibited from pursuing an appeal
pursuant to sect 24021F-13 of this chapter
(g) If you submit a timely response pursuant to paragraph (e) of this section
then the Claims Review Staff will consider the issues and grounds advanced in your
response along with any supporting documentation you provided and will make its
Proposed Final Determination
(h) The Office of the Whistleblower will then notify the Commission of each
Proposed Final Determination Within thirty 30 days thereafter any Commissioner
may request that the Proposed Final Determination be reviewed by the Commission If
no Commissioner requests such a review within the 30-day period then the Proposed
Final Determination will become the Final Order of the Commission In the event a
Commissioner requests a review the Commission will review the record that the staff
relied upon in making its determinations including your previous submissions to the
Office of the Whistleblower and issue its Final Order
(i) The Office of the Whistleblower will provide you with the Final Order of the
Commission
sect 24021F-11 Procedures for determining awards based upon a related
action (a) If you are eligible to receive an award following a Commission action
that results in monetary sanctions totaling more than $1000000 you also may be
eligible to receive an award based on the monetary sanctions that are collected from a
related action (as defined in sect 24021F-3 of this chapter)
(b) You must also use Form WB-APP (referenced in sect 2491801 of this chapter)
to submit a claim for an award in a related action You must sign this form as the
claimant and submit it to the Office of the Whistleblower by mail or fax as follows
(1) If a final order imposing monetary sanctions has been entered in a related
action at the time you submit your claim for an award in connection with a Commission
action you must submit your claim for an award in that related action on the same
Form WB-APP (referenced in sect 2491801 of this chapter) that you use for the
Commission action
(2) If a final order imposing monetary sanctions in a related action has not been
entered at the time you submit your claim for an award in connection with a
Commission action you must submit your claim on Form WB-APP (referenced in sect
2491801 of this chapter) within ninety (90) days of the issuance of a final order
imposing sanctions in the related action
(c) The Office of the Whistleblower may request additional information from you
in connection with your claim for an award in a related action to demonstrate that you
directly (or through the Commission) voluntarily provided the governmental agency
regulatory authority or self-regulatory organization the same original information that
led to the Commissionrsquos successful covered action and that this information led to the
successful enforcement of the related action The Office of the Whistleblower may in its
discretion seek assistance and confirmation from the other agency in making this
determination
(d) Once the time for filing any appeals of the final judgment or order in a related
action has expired or if an appeal has been filed after all appeals in the action have
been concluded the Claims Review Staff will evaluate all timely whistleblower award
claims submitted on Form WB-APP (referenced in sect 2491801 of this chapter) in
connection with the related action The evaluation will be undertaken pursuant to the
criteria set forth in these rules In connection with this process the Office of the
Whistleblower may require that you provide additional information relating to your
eligibility for an award or satisfaction of any of the conditions for an award as set forth
in sect 24021F-(8)(b) of this chapter Following this evaluation the Office of the
Whistleblower will send you a Preliminary Determination setting forth a preliminary
assessment as to whether the claim should be allowed or denied and if allowed setting
forth the proposed award percentage amount
(e) You may contest the Preliminary Determination made by the Claims Review
Staff by submitting a written response to the Office of the Whistleblower setting forth
the grounds for your objection to either the denial of an award or the proposed amount
of an award The response must be in the form and manner that the Office of the
Whistleblower shall require You may also include documentation or other evidentiary
support for the grounds advanced in your response
(1) Before determining whether to contest a Preliminary Determination you
may
(i) Within thirty (30) days of the date of the Preliminary Determination request
that the Office of the Whistleblower make available for your review the materials from
among those set forth in sect 24021F-12(a) of this chapter that formed the basis of the
Claims Review Staffrsquos Preliminary Determination
(ii) Within thirty (30) days of the date of the Preliminary Determination request
a meeting with the Office of the Whistleblower however such meetings are not required
and the office may in its sole discretion decline the request
(2) If you decide to contest the Preliminary Determination you must submit
your written response and supporting materials within sixty (60) calendar days of the
date of the Preliminary Determination or if a request to review materials is made
pursuant to paragraph (e)(1)(i) of this section then within sixty (60) calendar days of
the Office of the Whistleblower making those materials available for your review
(f) If you fail to submit a timely response pursuant to paragraph (e) of this
section then the Preliminary Determination will become the Final Order of the
Commission (except where the Preliminary Determination recommended an award in
which case the Preliminary Determination will be deemed a Proposed Final
Determination for purposes of paragraph (h) of this section) Your failure to submit a
timely response contesting a Preliminary Determination will constitute a failure to
exhaust administrative remedies and you will be prohibited from pursuing an appeal
pursuant to sect 24021F-13 of this chapter
(g) If you submit a timely response pursuant to paragraph (e) of this section
then the Claims Review Staff will consider the issues and grounds that you advanced in
your response along with any supporting documentation you provided and will make
its Proposed Final Determination
(h) The Office of the Whistleblower will notify the Commission of each Proposed
Final Determination Within thirty 30 days thereafter any Commissioner may request
that the Proposed Final Determination be reviewed by the Commission If no
Commissioner requests such a review within the 30-day period then the Proposed Final
Determination will become the Final Order of the Commission In the event a
Commissioner requests a review the Commission will review the record that the staff
relied upon in making its determinations including your previous submissions to the
Office of the Whistleblower and issue its Final Order
(i) The Office of the Whistleblower will provide you with the Final Order of the
Commission
sect 24021F-12 Materials that may form the basis of an award determination
and that may comprise the record on appeal
(a) The following items constitute the materials that the Commission and the
Claims Review Staff may rely upon to make an award determination pursuant to sectsect
24021F-10 and 24021F-11 of this chapter
(1) Any publicly available materials from the covered action or related action
including
(i) The complaint notice of hearing answers and any amendments thereto
(ii) The final judgment consent order or final administrative order
(iii) Any transcripts of the proceedings including any exhibits
(iv) Any items that appear on the docket and
(v) Any appellate decisions or orders
(2) The whistleblowerrsquos Form TCR (referenced in sect2491800 of this chapter)
including attachments and other related materials provided by the whistleblower to
assist the Commission with the investigation or examination
(3) The whistleblowerrsquos Form WB-APP (referenced in sect2491800 of this chapter)
including attachments and any other filings or submissions from the whistleblower in
support of the award application
(4) Sworn declarations (including attachments) from the Commission staff
regarding any matters relevant to the award determination
(5) With respect to an award claim involving a related action any statements or
other information that the entity provides or identifies in connection with an award
determination provided the entity has authorized the Commission to share the
information with the claimant (Neither the Commission nor the Claims Review Staff
may rely upon information that the entity has not authorized the Commission to share
with the claimant) and
(6) Any other documents or materials including sworn declarations from third-
parties that are received or obtained by the Office of the Whistleblower to assist the
Commission resolve the claimantrsquos award application including information related to
the claimantrsquos eligibility (Neither the Commission nor the Claims Review Staff may rely
upon information that the entity has not authorized the Commission to share with the
claimant)
(b) These rules do not entitle claimants to obtain from the Commission any
materials (including any pre-decisional or internal deliberative process materials that
are prepared exclusively to assist the Commission in deciding the claim) other than
those listed in paragraph (a) of this section Moreover the Office of the Whistleblower
may make redactions as necessary to comply with any statutory restrictions to protect
the Commissionrsquos law enforcement and regulatory functions and to comply with
requests for confidential treatment from other law enforcement and regulatory
authorities The Office of the Whistleblower may also require you to sign a
confidentiality agreement as set forth in sect 24021F-(8)(b)(4) of this chapter before
providing these materials
sect 24021F-13 Appeals
(a) Section 21F of the Exchange Act (15 USC 78u-6) commits determinations of
whether to whom and in what amount to make awards to the Commissionrsquos discretion
A determination of whether or to whom to make an award may be appealed within 30
days after the Commission issues its final decision to the United States Court of Appeals
for the District of Columbia Circuit or to the circuit where the aggrieved person resides
or has his principal place of business Where the Commission makes an award based on
the factors set forth in sect 24021F-6 of this chapter of not less than 10 percent and not
more than 30 percent of the monetary sanctions collected in the Commission or related
action the Commissionrsquos determination regarding the amount of an award (including
the allocation of an award as between multiple whistleblowers and any factual findings
legal conclusions policy judgments or discretionary assessments involving the
Commissionrsquos consideration of the factors in sect 24021F-6 of this chapter) is not
appealable
(b) The record on appeal shall consist of the Preliminary Determination the
Final Order of the Commission and any other items from those set forth in sect 24021F-
12(a) of this chapter that either the claimant or the Commission identifies for inclusion
in the record The record on appeal shall not include any pre-decisional or internal
deliberative process materials that are prepared exclusively to assist the Commission in
deciding the claim (including the staffs Draft Final Determination in the event that the
Commissioners reviewed the claim and issued the Final Order)
sect 24021F- 14 Procedures applicable to the payment of awards
(a) Any award made pursuant to these rules will be paid from the Securities and
Exchange Commission Investor Protection Fund (the ldquoFundrdquo)
(b) A recipient of a whistleblower award is entitled to payment on the award only
to the extent that a monetary sanction is collected in the Commission action or in a
related action upon which the award is based
(c) Payment of a whistleblower award for a monetary sanction collected in a
Commission action or related action shall be made following the later of
(1) The date on which the monetary sanction is collected or
(2) The completion of the appeals process for all whistleblower award claims
arising from
(i) The Notice of Covered Action in the case of any payment of an award for a
monetary sanction collected in a Commission action or
(ii) The related action in the case of any payment of an award for a monetary
sanction collected in a related action
(d) If there are insufficient amounts available in the Fund to pay the entire
amount of an award payment within a reasonable period of time from the time for
payment specified by paragraph (c) of this section then subject to the following terms
the balance of the payment shall be paid when amounts become available in the Fund
as follows
(1) Where multiple whistleblowers are owed payments from the Fund based on
awards that do not arise from the same Notice of Covered Action (or related action)
priority in making these payments will be determined based upon the date that the
collections for which the whistleblowers are owed payments occurred If two or more of
these collections occur on the same date those whistleblowers owed payments based on
these collections will be paid on a pro rata basis until sufficient amounts become
available in the Fund to pay their entire payments
(2) Where multiple whistleblowers are owed payments from the Fund based on
awards that arise from the same Notice of Covered Action (or related action) they will
share the same payment priority and will be paid on a pro rata basis until sufficient
amounts become available in the Fund to pay their entire payments
sect 24021F-15 No amnesty
The Securities Whistleblower Incentives and Protection provisions do not provide
amnesty to individuals who provide information to the Commission The fact that you
may become a whistleblower and assist in Commission investigations and enforcement
actions does not preclude the Commission from bringing an action against you based
upon your own conduct in connection with violations of the federal securities laws If
such an action is determined to be appropriate however the Commission will take your
cooperation into consideration in accordance with its Policy Statement Concerning
Cooperation by Individuals in Investigations and Related Enforcement Actions (17 CFR
sect 20212)
sect 24021F-16 Awards to whistleblowers who engage in culpable conduct
In determining whether the required $1000000 threshold has been satisfied
(this threshold is further explained in sect 24021F-10 of this chapter) for purposes of
making any award the Commission will not take into account any monetary sanctions
that the whistleblower is ordered to pay or that are ordered against any entity whose
liability is based substantially on conduct that the whistleblower directed planned or
initiated Similarly if the Commission determines that a whistleblower is eligible for an
award any amounts that the whistleblower or such an entity pay in sanctions as a result
of the action or related actions will not be included within the calculation of the amounts
collected for purposes of making payments
sect 24021F-17 Staff communications with individuals reporting possible
securities law violations
(a) No person may take any action to impede an individual from communicating
directly with the Commission staff about a possible securities law violation including
enforcing or threatening to enforce a confidentiality agreement (other than agreements
dealing with information covered by sect 24021F-4(b)(4)(i) and sect 24021F-4(b)(4)(ii) of
this chapter related to the legal representation of a client) with respect to such
communications
(b) If you are a director officer member agent or employee of an entity that has
counsel and you have initiated communication with the Commission relating to a
possible securities law violation the staff is authorized to communicate directly with you
regarding the possible securities law violation without seeking the consent of the entityrsquos
counsel
concerning different conduct as part of a current examination or investigation and the
Commission brought a successful judicial or administrative action based in whole or in
part on conduct that was the subject of your original information or
(2) You gave the Commission original information about conduct that was
already under examination or investigation by the Commission the Congress any other
authority of the federal government a state Attorney General or securities regulatory
authority any self-regulatory organization or the PCAOB (except in cases where you
were an original source of this information as defined in paragraph (b)(4) of this
section) and your submission significantly contributed to the success of the action
(3) You reported original information through an entityrsquos internal whistleblower
legal or compliance procedures for reporting allegations of possible violations of law
before or at the same time you reported them to the Commission the entity later
provided your information to the Commission or provided results of an audit or
investigation initiated in whole or in part in response to information you reported to the
entity and the information the entity provided to the Commission satisfies either
paragraph (c)(1) or (c)(2) of this section Under this paragraph (c)(3) you must also
submit the same information to the Commission in accordance with the procedures set
forth in sect24021F-9 within 120 days of providing it to the entity
(d) An action generally means a single captioned judicial or administrative
proceeding brought by the Commission Notwithstanding the foregoing
(1) For purposes of making an award under sect 24021F-10 of this chapter the
Commission will treat as a Commission action two or more administrative or judicial
proceedings brought by the Commission if these proceedings arise out of the same
nucleus of operative facts or
(2) For purposes of determining the payment on an award under sect 24021F-14 of
this chapter the Commission will deem as part of the Commission action upon which
the award was based any subsequent Commission proceeding that individually results
in a monetary sanction of $1000000 or less and that arises out of the same nucleus of
operative facts
(e) Monetary sanctions means any money including penalties disgorgement
and interest ordered to be paid and any money deposited into a disgorgement fund or
other fund pursuant to Section 308(b) of the Sarbanes-Oxley Act of 2002 (15 USC
7246(b)) as a result of a Commission action or a related action
(f) Appropriate regulatory agency means the Commission the Comptroller of the
Currency the Board of Governors of the Federal Reserve System the Federal Deposit
Insurance Corporation the Office of Thrift Supervision and any other agencies that may
be defined as appropriate regulatory agencies under Section 3(a)(34) of the Exchange
Act (15 USC 78c(a)(34))
(g) Appropriate regulatory authority means an appropriate regulatory agency
other than the Commission
(h) Self-regulatory organization means any national securities exchange
registered securities association registered clearing agency the Municipal Securities
Rulemaking Board and any other organizations that may be defined as self-regulatory
organizations under Section 3(a)(26) of the Exchange Act (15 USC 78c(a)(26))
sect 24021F-5 Amount of award
(a) The determination of the amount of an award is in the discretion of the
Commission
(b) If all of the conditions are met for a whistleblower award in connection with a
Commission action or a related action the Commission will then decide the percentage
amount of the award applying the criteria set forth in sect 24021F-6 of this chapter and
pursuant to the procedures set forth in sectsect 24021F-10 and 24021F-11 of this chapter
The amount will be at least 10 percent and no more than 30 percent of the monetary
sanctions that the Commission and the other authorities are able to collect The
percentage awarded in connection with a Commission action may differ from the
percentage awarded in connection with a related action
(c) If the Commission makes awards to more than one whistleblower in
connection with the same action or related action the Commission will determine an
individual percentage award for each whistleblower but in no event will the total
amount awarded to all whistleblowers in the aggregate be less than 10 percent or greater
than 30 percent of the amount the Commission or the other authorities collect
sect 24021F-6 Criteria for determining amount of award
In exercising its discretion to determine the appropriate award percentage the
Commission may consider the following factors in relation to the unique facts and
circumstances of each case and may increase or decrease the award percentage based
on its analysis of these factors In the event that awards are determined for multiple
whistleblowers in connection an action these factors will be used to determine the
relative allocation of awards among the whistleblowers
(a) Factors that may increase the amount of a whistleblowerrsquos award In
determining whether to increase the amount of an award the Commission will consider
the following factors which are not listed in order of importance
(1) Significance of the information provided by the whistleblower The
Commission will assess the significance of the information provided by a whistleblower
to the success of the Commission action or related action In considering this factor the
Commission may take into account among other things
(i) The nature of the information provided by the whistleblower and how it
related to the successful enforcement action including whether the reliability and
completeness of the information provided to the Commission by the whistleblower
resulted in the conservation of Commission resources
(ii) The degree to which the information provided by the whistleblower
supported one or more successful claims brought in the Commission or related action
(2) Assistance provided by the whistleblower The Commission will assess the
degree of assistance provided by the whistleblower and any legal representative of the
whistleblower in the Commission action or related action In considering this factor the
Commission may take into account among other things
(i) Whether the whistleblower provided ongoing extensive and timely
cooperation and assistance by for example helping to explain complex transactions
interpreting key evidence or identifying new and productive lines of inquiry
(ii) The timeliness of the whistleblowerrsquos initial report to the Commission or to
an internal compliance or reporting system of business organizations committing or
impacted by the securities violations where appropriate
(iii) The resources conserved as a result of the whistleblowerrsquos assistance
(iv) Whether the whistleblower appropriately encouraged or authorized others to
assist the staff of the Commission who might otherwise not have participated in the
investigation or related action
(v) The efforts undertaken by the whistleblower to remediate the harm caused by
the violations including assisting the authorities in the recovery of the fruits and
instrumentalities of the violations and
(vi) Any unique hardships experienced by the whistleblower as a result of his or
her reporting and assisting in the enforcement action
(3) Law enforcement interest The Commission will assess its programmatic
interest in deterring violations of the securities laws by making awards to
whistleblowers who provide information that leads to the successful enforcement of
such laws In considering this factor the Commission may take into account among
other things
(i) The degree to which an award enhances the Commissionrsquos ability to enforce
the federal securities laws and protect investors and
(ii) The degree to which an award encourages the submission of high quality
information from whistleblowers by appropriately rewarding whistleblowersrsquo
submission of significant information and assistance even in cases where the monetary
sanctions available for collection are limited or potential monetary sanctions were
reduced or eliminated by the Commission because an entity self-reported a securities
violation following the whistleblowerrsquos related internal disclosure report or
submission
(iii) Whether the subject matter of the action is a Commission priority whether
the reported misconduct involves regulated entities or fiduciaries whether the
whistleblower exposed an industry-wide practice the type and severity of the securities
violations the age and duration of misconduct the number of violations and the
isolated repetitive or ongoing nature of the violations and
(iv) The dangers to investors or others presented by the underlying violations
involved in the enforcement action including the amount of harm or potential harm
caused by the underlying violations the type of harm resulting from or threatened by
the underlying violations and the number of individuals or entities harmed
(4) Participation in internal compliance systems The Commission will assess
whether and the extent to which the whistleblower and any legal representative of the
whistleblower participated in internal compliance systems In considering this factor
the Commission may take into account among other things
(i) Whether and the extent to which a whistleblower reported the possible
securities violations through internal whistleblower legal or compliance procedures
before or at the same time as reporting them to the Commission and
(ii) Whether and the extent to which a whistleblower assisted any internal
investigation or inquiry concerning the reported securities violations
(b) Factors that may decrease the amount of a whistleblowerrsquos award In
determining whether to decrease the amount of an award the Commission will consider
the following factors which are not listed in order of importance
(1) Culpability The Commission will assess the culpability or involvement of the
whistleblower in matters associated with the Commissionrsquos action or related actions In
considering this factor the Commission may take into account among other things
(i) The whistleblowerrsquos role in the securities violations
(ii) The whistleblowerrsquos education training experience and position of
responsibility at the time the violations occurred
(iii) Whether the whistleblower acted with scienter both generally and in
relation to others who participated in the violations
(iv) Whether the whistleblower financially benefitted from the violations
(v) Whether the whistleblower is a recidivist
(vi) The egregiousness of the underlying fraud committed by the whistleblower
and
(vii) Whether the whistleblower knowingly interfered with the Commissionrsquos
investigation of the violations or related enforcement actions
(2) Unreasonable reporting delay The Commission will assess whether the
whistleblower unreasonably delayed reporting the securities violations In considering
this factor the Commission may take into account among other things
(i) Whether the whistleblower was aware of the relevant facts but failed to take
reasonable steps to report or prevent the violations from occurring or continuing
(ii) Whether the whistleblower was aware of the relevant facts but only reported
them after learning about a related inquiry investigation or enforcement action and
(iii) Whether there was a legitimate reason for the whistleblower to delay
reporting the violations
(3) Interference with internal compliance and reporting systems The
Commission will assess in cases where the whistleblower interacted with his or her
entityrsquos internal compliance or reporting system whether the whistleblower
undermined the integrity of such system In considering this factor the Commission
will take into account whether there is evidence provided to the Commission that the
whistleblower knowingly
(i) Interfered with an entityrsquos established legal compliance or audit procedures
to prevent or delay detection of the reported securities violation
(ii) Made any material false fictitious or fraudulent statements or
representations that hindered an entityrsquos efforts to detect investigate or remediate the
reported securities violations and
(iii) Provided any false writing or document knowing the writing or document
contained any false fictitious or fraudulent statements or entries that hindered an
entityrsquos efforts to detect investigate or remediate the reported securities violations
sect 24021F-7 Confidentiality of submissions
(a) Section 21F(h)(2) of the Exchange Act (15 USC 78u-6(h)(2)) requires that
the Commission not disclose information that could reasonably be expected to reveal
the identity of a whistleblower except that the Commission may disclose such
information in the following circumstances
(1) When disclosure is required to a defendant or respondent in connection with
a federal court or administrative action that the Commission files or in another public
action or proceeding that is filed by an authority to which we provide the information as
described below
(2) When the Commission determines that it is necessary to accomplish the
purposes of the Exchange Act (15 USC 78a) and to protect investors it may provide
your information to the Department of Justice an appropriate regulatory authority a
self regulatory organization a state attorney general in connection with a criminal
investigation any appropriate state regulatory authority the Public Company
Accounting Oversight Board or foreign securities and law enforcement authorities
Each of these entities other than foreign securities and law enforcement authorities is
subject to the confidentiality requirements set forth in Section 21F(h) of the Exchange
Act (15 USC 78u-6(h)) The Commission will determine what assurances of
confidentiality it deems appropriate in providing such information to foreign securities
and law enforcement authorities
(3) The Commission may make disclosures in accordance with the Privacy Act of
1974 (5 USC 552a)
(b) You may submit information to the Commission anonymously If you do so
however you must also do the following
(1) You must have an attorney represent you in connection with both your
submission of information and your claim for an award and your attorneyrsquos name and
contact information must be provided to the Commission at the time you submit your
information
(2) You and your attorney must follow the procedures set forth in sect 24021F-9 of
this chapter for submitting original information anonymously and
(3) Before the Commission will pay any award to you you must disclose your
identity to the Commission and your identity must be verified by the Commission as set
forth in sect 24021F-10 of this chapter
sect 24021F-8 Eligibility
(a) To be eligible for a whistleblower award you must give the Commission
information in the form and manner that the Commission requires The procedures for
submitting information and making a claim for an award are described in sect 24021F-9
through sect 24021F-11 of this chapter You should read these procedures carefully
because you need to follow them in order to be eligible for an award except that the
Commission may in its sole discretion waive any of these procedures based upon a
showing of extraordinary circumstances
(b) In addition to any forms required by these rules the Commission may also
require that you provide certain additional information You may be required to
(1) Provide explanations and other assistance in order that the staff may evaluate
and use the information that you submitted
(2) Provide all additional information in your possession that is related to the
subject matter of your submission in a complete and truthful manner through follow-up
meetings or in other forms that our staff may agree to
(3) Provide testimony or other evidence acceptable to the staff relating to
whether you are eligible or otherwise satisfy any of the conditions for an award and
(4) Enter into a confidentiality agreement in a form acceptable to the Office of
the Whistleblower covering any non-public information that the Commission provides
to you and including a provision that a violation of the agreement may lead to your
ineligibility to receive an award
(c) You are not eligible to be considered for an award if you do not satisfy the
requirements of paragraphs (a) and (b) of this section In addition you are not eligible
if
(1) You are or were at the time you acquired the original information provided to
the Commission a member officer or employee of the Commission the Department of
Justice an appropriate regulatory agency a self-regulatory organization the Public
Company Accounting Oversight Board or any law enforcement organization
(2) You are or were at the time you acquired the original information provided
to the Commission a member officer or employee of a foreign government any
political subdivision department agency or instrumentality of a foreign government or
any other foreign financial regulatory authority as that term is defined in Section
3(a)(52) of the Exchange Act (15 USC 78c(a)(52))
(3) You are convicted of a criminal violation that is related to the Commission
action or to a related action (as defined in sect 24021F-4 of this chapter) for which you
otherwise could receive an award
(4) You obtained the original information that you gave the Commission through
an audit of a companyrsquos financial statements and making a whistleblower submission
would be contrary to requirements of Section 10A of the Exchange Act (15 USC 78j-a)
(5) You are the spouse parent child or sibling of a member or employee of the
Commission or you reside in the same household as a member or employee of the
Commission
(6) You acquired the original information you gave the Commission from a
person
(i) Who is subject to paragraph (c)(4) of this section unless the information is
not excluded from that personrsquos use or you are providing the Commission with
information about possible violations involving that person or
(ii) With the intent to evade any provision of these rules or
(7) In your whistleblower submission your other dealings with the Commission
or your dealings with another authority in connection with a related action you
knowingly and willfully make any false fictitious or fraudulent statement or
representation or use any false writing or document knowing that it contains any false
fictitious or fraudulent statement or entry with intent to mislead or otherwise hinder
the Commission or another authority
sect 24021F-9 Procedures for submitting original information
(a) To be considered a whistleblower under Section 21F of the Exchange Act (15
USC 78u-6(h)) you must submit your information about a possible securities law
violation by either of these methods
(1) Online through the Commissionrsquos website located at wwwsecgov or
(2) By mailing or faxing a Form TCR (Tip Complaint or Referral) (referenced in
sect 2491800 of this chapter) to the SEC Office of the Whistleblower 100 F Street NE
Washington DC 20549-5631 Fax (703) 813-9322
(b) Further to be eligible for an award you must declare under penalty of perjury
at the time you submit your information pursuant to paragraph (a)(1) or (2) of this
section that your information is true and correct to the best of your knowledge and
belief
(c) Notwithstanding paragraphs (a) and (b) of this section if you are providing
your original information to the Commission anonymously then your attorney must
submit your information on your behalf pursuant to the procedures specified in
paragraph (a) of this section Prior to your attorneys submission you must provide
your attorney with a completed Form TCR (referenced in sect2491800 of this chapter)
that you have signed under penalty of perjury When your attorney makes her
submission on your behalf your attorney will be required to certify that he or she
(1) Has verified your identity
(2) Has reviewed your completed and signed Form TCR (referenced in sect2491800
of this chapter) for completeness and accuracy and that the information contained
therein is true correct and complete to the best of the attorneys knowledge
information and belief
(3) Has obtained your non-waivable consent to provide the Commission with
your original completed and signed Form TCR (referenced in sect2491800 of this chapter)
in the event that the Commission requests it due to concerns that you may have
knowingly and willfully made false fictitious or fraudulent statements or
representations or used any false writing or document knowing that the writing or
document contains any false fictitious or fraudulent statement or entry and
(4) Consents to be legally obligated to provide the signed Form TCR (referenced
in sect2491800 of this chapter) within seven (7) calendar days of receiving such request
from the Commission
(d) If you submitted original information in writing to the Commission after July
21 2010 (the date of enactment of the Dodd-Frank Wall Street Reform and Consumer
Protection Act) but before the effective date of these rules your submission will be
deemed to satisfy the requirements set forth in paragraphs (a) and (b) of this section If
you were an anonymous whistleblower however you must provide your attorney with a
completed and signed copy of Form TCR (referenced in sect2491800 of this chapter)
within 60 days of the effective date of these rules your attorney must retain the signed
form in his or her records and you must provide of copy of the signed form to the
Commission staff upon request by Commission staff prior to any payment of an award
to you in connection with your submission Notwithstanding the foregoing you must
follow the procedures and conditions for making a claim for a whistleblower award
described in sectsect 24021F-10 and 24021F-11 of this chapter
sect 24021F-10 Procedures for making a claim for a whistleblower
award in SEC actions that result in monetary sanctions in excess of
$1000000
(a) Whenever a Commission action results in monetary sanctions totaling more
than $1000000 the Office of the Whistleblower will cause to be published on the
Commissionrsquos website a ldquoNotice of Covered Actionrdquo Such Notice will be published
subsequent to the entry of a final judgment or order that alone or collectively with other
judgments or orders previously entered in the Commission action exceeds $1000000
or in the absence of such judgment or order subsequent to the deposit of monetary
sanctions exceeding $1000000 into a disgorgement or other fund pursuant to Section
308(b) of the Sarbanes-Oxley Act of 2002 A claimant will have ninety (90) days from
the date of the Notice of Covered Action to file a claim for an award based on that action
or the claim will be barred
(b) To file a claim for a whistleblower award you must file Form WB-APP
Application for Award for Original Information Provided Pursuant to Section 21F of
the Securities Exchange Act of 1934 (referenced in sect 2491801 of this chapter) You
must sign this form as the claimant and submit it to the Office of the Whistleblower by
mail or fax All claim forms including any attachments must be received by the Office
of the Whistleblower within ninety (90) calendar days of the date of the Notice of
Covered Action in order to be considered for an award
(c) If you provided your original information to the Commission anonymously
you must disclose your identity on the Form WB-APP (referenced in sect 2491801 of this
chapter) and your identity must be verified in a form and manner that is acceptable to
the Office of the Whistleblower prior to the payment of any award
(d) Once the time for filing any appeals of the Commissionrsquos judicial or
administrative action has expired or where an appeal has been filed after all appeals in
the action have been concluded the staff designated by the Director of the Division of
Enforcement (ldquoClaims Review Staffrdquo) will evaluate all timely whistleblower award claims
submitted on Form WB-APP (referenced in sect 2491801 of this chapter) in accordance
with the criteria set forth in these rules In connection with this process the Office of
the Whistleblower may require that you provide additional information relating to your
eligibility for an award or satisfaction of any of the conditions for an award as set forth
in sect 24021F-(8)(b) of this chapter Following that evaluation the Office of the
Whistleblower will send you a Preliminary Determination setting forth a preliminary
assessment as to whether the claim should be allowed or denied and if allowed setting
forth the proposed award percentage amount
(e) You may contest the Preliminary Determination made by the Claims Review
Staff by submitting a written response to the Office of the Whistleblower setting forth
the grounds for your objection to either the denial of an award or the proposed amount
of an award The response must be in the form and manner that the Office of the
Whistleblower shall require You may also include documentation or other evidentiary
support for the grounds advanced in your response
(1) Before determining whether to contest a Preliminary Determination you
may
(i) Within thirty (30) days of the date of the Preliminary Determination request
that the Office of the Whistleblower make available for your review the materials from
among those set forth in sect 24021F-12(a) of this chapter that formed the basis of the
Claims Review Staffrsquos Preliminary Determination
(ii) Within thirty (30) calendar days of the date of the Preliminary
Determination request a meeting with the Office of the Whistleblower however such
meetings are not required and the office may in its sole discretion decline the request
(2) If you decide to contest the Preliminary Determination you must submit
your written response and supporting materials within sixty (60) calendar days of the
date of the Preliminary Determination or if a request to review materials is made
pursuant to paragraph (e)(1) of this section then within sixty (60) calendar days of the
Office of the Whistleblower making those materials available for your review
(f) If you fail to submit a timely response pursuant to paragraph (e) of this
section then the Preliminary Determination will become the Final Order of the
Commission (except where the Preliminary Determination recommended an award in
which case the Preliminary Determination will be deemed a Proposed Final
Determination for purposes of paragraph (h) of this section) Your failure to submit a
timely response contesting a Preliminary Determination will constitute a failure to
exhaust administrative remedies and you will be prohibited from pursuing an appeal
pursuant to sect 24021F-13 of this chapter
(g) If you submit a timely response pursuant to paragraph (e) of this section
then the Claims Review Staff will consider the issues and grounds advanced in your
response along with any supporting documentation you provided and will make its
Proposed Final Determination
(h) The Office of the Whistleblower will then notify the Commission of each
Proposed Final Determination Within thirty 30 days thereafter any Commissioner
may request that the Proposed Final Determination be reviewed by the Commission If
no Commissioner requests such a review within the 30-day period then the Proposed
Final Determination will become the Final Order of the Commission In the event a
Commissioner requests a review the Commission will review the record that the staff
relied upon in making its determinations including your previous submissions to the
Office of the Whistleblower and issue its Final Order
(i) The Office of the Whistleblower will provide you with the Final Order of the
Commission
sect 24021F-11 Procedures for determining awards based upon a related
action (a) If you are eligible to receive an award following a Commission action
that results in monetary sanctions totaling more than $1000000 you also may be
eligible to receive an award based on the monetary sanctions that are collected from a
related action (as defined in sect 24021F-3 of this chapter)
(b) You must also use Form WB-APP (referenced in sect 2491801 of this chapter)
to submit a claim for an award in a related action You must sign this form as the
claimant and submit it to the Office of the Whistleblower by mail or fax as follows
(1) If a final order imposing monetary sanctions has been entered in a related
action at the time you submit your claim for an award in connection with a Commission
action you must submit your claim for an award in that related action on the same
Form WB-APP (referenced in sect 2491801 of this chapter) that you use for the
Commission action
(2) If a final order imposing monetary sanctions in a related action has not been
entered at the time you submit your claim for an award in connection with a
Commission action you must submit your claim on Form WB-APP (referenced in sect
2491801 of this chapter) within ninety (90) days of the issuance of a final order
imposing sanctions in the related action
(c) The Office of the Whistleblower may request additional information from you
in connection with your claim for an award in a related action to demonstrate that you
directly (or through the Commission) voluntarily provided the governmental agency
regulatory authority or self-regulatory organization the same original information that
led to the Commissionrsquos successful covered action and that this information led to the
successful enforcement of the related action The Office of the Whistleblower may in its
discretion seek assistance and confirmation from the other agency in making this
determination
(d) Once the time for filing any appeals of the final judgment or order in a related
action has expired or if an appeal has been filed after all appeals in the action have
been concluded the Claims Review Staff will evaluate all timely whistleblower award
claims submitted on Form WB-APP (referenced in sect 2491801 of this chapter) in
connection with the related action The evaluation will be undertaken pursuant to the
criteria set forth in these rules In connection with this process the Office of the
Whistleblower may require that you provide additional information relating to your
eligibility for an award or satisfaction of any of the conditions for an award as set forth
in sect 24021F-(8)(b) of this chapter Following this evaluation the Office of the
Whistleblower will send you a Preliminary Determination setting forth a preliminary
assessment as to whether the claim should be allowed or denied and if allowed setting
forth the proposed award percentage amount
(e) You may contest the Preliminary Determination made by the Claims Review
Staff by submitting a written response to the Office of the Whistleblower setting forth
the grounds for your objection to either the denial of an award or the proposed amount
of an award The response must be in the form and manner that the Office of the
Whistleblower shall require You may also include documentation or other evidentiary
support for the grounds advanced in your response
(1) Before determining whether to contest a Preliminary Determination you
may
(i) Within thirty (30) days of the date of the Preliminary Determination request
that the Office of the Whistleblower make available for your review the materials from
among those set forth in sect 24021F-12(a) of this chapter that formed the basis of the
Claims Review Staffrsquos Preliminary Determination
(ii) Within thirty (30) days of the date of the Preliminary Determination request
a meeting with the Office of the Whistleblower however such meetings are not required
and the office may in its sole discretion decline the request
(2) If you decide to contest the Preliminary Determination you must submit
your written response and supporting materials within sixty (60) calendar days of the
date of the Preliminary Determination or if a request to review materials is made
pursuant to paragraph (e)(1)(i) of this section then within sixty (60) calendar days of
the Office of the Whistleblower making those materials available for your review
(f) If you fail to submit a timely response pursuant to paragraph (e) of this
section then the Preliminary Determination will become the Final Order of the
Commission (except where the Preliminary Determination recommended an award in
which case the Preliminary Determination will be deemed a Proposed Final
Determination for purposes of paragraph (h) of this section) Your failure to submit a
timely response contesting a Preliminary Determination will constitute a failure to
exhaust administrative remedies and you will be prohibited from pursuing an appeal
pursuant to sect 24021F-13 of this chapter
(g) If you submit a timely response pursuant to paragraph (e) of this section
then the Claims Review Staff will consider the issues and grounds that you advanced in
your response along with any supporting documentation you provided and will make
its Proposed Final Determination
(h) The Office of the Whistleblower will notify the Commission of each Proposed
Final Determination Within thirty 30 days thereafter any Commissioner may request
that the Proposed Final Determination be reviewed by the Commission If no
Commissioner requests such a review within the 30-day period then the Proposed Final
Determination will become the Final Order of the Commission In the event a
Commissioner requests a review the Commission will review the record that the staff
relied upon in making its determinations including your previous submissions to the
Office of the Whistleblower and issue its Final Order
(i) The Office of the Whistleblower will provide you with the Final Order of the
Commission
sect 24021F-12 Materials that may form the basis of an award determination
and that may comprise the record on appeal
(a) The following items constitute the materials that the Commission and the
Claims Review Staff may rely upon to make an award determination pursuant to sectsect
24021F-10 and 24021F-11 of this chapter
(1) Any publicly available materials from the covered action or related action
including
(i) The complaint notice of hearing answers and any amendments thereto
(ii) The final judgment consent order or final administrative order
(iii) Any transcripts of the proceedings including any exhibits
(iv) Any items that appear on the docket and
(v) Any appellate decisions or orders
(2) The whistleblowerrsquos Form TCR (referenced in sect2491800 of this chapter)
including attachments and other related materials provided by the whistleblower to
assist the Commission with the investigation or examination
(3) The whistleblowerrsquos Form WB-APP (referenced in sect2491800 of this chapter)
including attachments and any other filings or submissions from the whistleblower in
support of the award application
(4) Sworn declarations (including attachments) from the Commission staff
regarding any matters relevant to the award determination
(5) With respect to an award claim involving a related action any statements or
other information that the entity provides or identifies in connection with an award
determination provided the entity has authorized the Commission to share the
information with the claimant (Neither the Commission nor the Claims Review Staff
may rely upon information that the entity has not authorized the Commission to share
with the claimant) and
(6) Any other documents or materials including sworn declarations from third-
parties that are received or obtained by the Office of the Whistleblower to assist the
Commission resolve the claimantrsquos award application including information related to
the claimantrsquos eligibility (Neither the Commission nor the Claims Review Staff may rely
upon information that the entity has not authorized the Commission to share with the
claimant)
(b) These rules do not entitle claimants to obtain from the Commission any
materials (including any pre-decisional or internal deliberative process materials that
are prepared exclusively to assist the Commission in deciding the claim) other than
those listed in paragraph (a) of this section Moreover the Office of the Whistleblower
may make redactions as necessary to comply with any statutory restrictions to protect
the Commissionrsquos law enforcement and regulatory functions and to comply with
requests for confidential treatment from other law enforcement and regulatory
authorities The Office of the Whistleblower may also require you to sign a
confidentiality agreement as set forth in sect 24021F-(8)(b)(4) of this chapter before
providing these materials
sect 24021F-13 Appeals
(a) Section 21F of the Exchange Act (15 USC 78u-6) commits determinations of
whether to whom and in what amount to make awards to the Commissionrsquos discretion
A determination of whether or to whom to make an award may be appealed within 30
days after the Commission issues its final decision to the United States Court of Appeals
for the District of Columbia Circuit or to the circuit where the aggrieved person resides
or has his principal place of business Where the Commission makes an award based on
the factors set forth in sect 24021F-6 of this chapter of not less than 10 percent and not
more than 30 percent of the monetary sanctions collected in the Commission or related
action the Commissionrsquos determination regarding the amount of an award (including
the allocation of an award as between multiple whistleblowers and any factual findings
legal conclusions policy judgments or discretionary assessments involving the
Commissionrsquos consideration of the factors in sect 24021F-6 of this chapter) is not
appealable
(b) The record on appeal shall consist of the Preliminary Determination the
Final Order of the Commission and any other items from those set forth in sect 24021F-
12(a) of this chapter that either the claimant or the Commission identifies for inclusion
in the record The record on appeal shall not include any pre-decisional or internal
deliberative process materials that are prepared exclusively to assist the Commission in
deciding the claim (including the staffs Draft Final Determination in the event that the
Commissioners reviewed the claim and issued the Final Order)
sect 24021F- 14 Procedures applicable to the payment of awards
(a) Any award made pursuant to these rules will be paid from the Securities and
Exchange Commission Investor Protection Fund (the ldquoFundrdquo)
(b) A recipient of a whistleblower award is entitled to payment on the award only
to the extent that a monetary sanction is collected in the Commission action or in a
related action upon which the award is based
(c) Payment of a whistleblower award for a monetary sanction collected in a
Commission action or related action shall be made following the later of
(1) The date on which the monetary sanction is collected or
(2) The completion of the appeals process for all whistleblower award claims
arising from
(i) The Notice of Covered Action in the case of any payment of an award for a
monetary sanction collected in a Commission action or
(ii) The related action in the case of any payment of an award for a monetary
sanction collected in a related action
(d) If there are insufficient amounts available in the Fund to pay the entire
amount of an award payment within a reasonable period of time from the time for
payment specified by paragraph (c) of this section then subject to the following terms
the balance of the payment shall be paid when amounts become available in the Fund
as follows
(1) Where multiple whistleblowers are owed payments from the Fund based on
awards that do not arise from the same Notice of Covered Action (or related action)
priority in making these payments will be determined based upon the date that the
collections for which the whistleblowers are owed payments occurred If two or more of
these collections occur on the same date those whistleblowers owed payments based on
these collections will be paid on a pro rata basis until sufficient amounts become
available in the Fund to pay their entire payments
(2) Where multiple whistleblowers are owed payments from the Fund based on
awards that arise from the same Notice of Covered Action (or related action) they will
share the same payment priority and will be paid on a pro rata basis until sufficient
amounts become available in the Fund to pay their entire payments
sect 24021F-15 No amnesty
The Securities Whistleblower Incentives and Protection provisions do not provide
amnesty to individuals who provide information to the Commission The fact that you
may become a whistleblower and assist in Commission investigations and enforcement
actions does not preclude the Commission from bringing an action against you based
upon your own conduct in connection with violations of the federal securities laws If
such an action is determined to be appropriate however the Commission will take your
cooperation into consideration in accordance with its Policy Statement Concerning
Cooperation by Individuals in Investigations and Related Enforcement Actions (17 CFR
sect 20212)
sect 24021F-16 Awards to whistleblowers who engage in culpable conduct
In determining whether the required $1000000 threshold has been satisfied
(this threshold is further explained in sect 24021F-10 of this chapter) for purposes of
making any award the Commission will not take into account any monetary sanctions
that the whistleblower is ordered to pay or that are ordered against any entity whose
liability is based substantially on conduct that the whistleblower directed planned or
initiated Similarly if the Commission determines that a whistleblower is eligible for an
award any amounts that the whistleblower or such an entity pay in sanctions as a result
of the action or related actions will not be included within the calculation of the amounts
collected for purposes of making payments
sect 24021F-17 Staff communications with individuals reporting possible
securities law violations
(a) No person may take any action to impede an individual from communicating
directly with the Commission staff about a possible securities law violation including
enforcing or threatening to enforce a confidentiality agreement (other than agreements
dealing with information covered by sect 24021F-4(b)(4)(i) and sect 24021F-4(b)(4)(ii) of
this chapter related to the legal representation of a client) with respect to such
communications
(b) If you are a director officer member agent or employee of an entity that has
counsel and you have initiated communication with the Commission relating to a
possible securities law violation the staff is authorized to communicate directly with you
regarding the possible securities law violation without seeking the consent of the entityrsquos
counsel
other fund pursuant to Section 308(b) of the Sarbanes-Oxley Act of 2002 (15 USC
7246(b)) as a result of a Commission action or a related action
(f) Appropriate regulatory agency means the Commission the Comptroller of the
Currency the Board of Governors of the Federal Reserve System the Federal Deposit
Insurance Corporation the Office of Thrift Supervision and any other agencies that may
be defined as appropriate regulatory agencies under Section 3(a)(34) of the Exchange
Act (15 USC 78c(a)(34))
(g) Appropriate regulatory authority means an appropriate regulatory agency
other than the Commission
(h) Self-regulatory organization means any national securities exchange
registered securities association registered clearing agency the Municipal Securities
Rulemaking Board and any other organizations that may be defined as self-regulatory
organizations under Section 3(a)(26) of the Exchange Act (15 USC 78c(a)(26))
sect 24021F-5 Amount of award
(a) The determination of the amount of an award is in the discretion of the
Commission
(b) If all of the conditions are met for a whistleblower award in connection with a
Commission action or a related action the Commission will then decide the percentage
amount of the award applying the criteria set forth in sect 24021F-6 of this chapter and
pursuant to the procedures set forth in sectsect 24021F-10 and 24021F-11 of this chapter
The amount will be at least 10 percent and no more than 30 percent of the monetary
sanctions that the Commission and the other authorities are able to collect The
percentage awarded in connection with a Commission action may differ from the
percentage awarded in connection with a related action
(c) If the Commission makes awards to more than one whistleblower in
connection with the same action or related action the Commission will determine an
individual percentage award for each whistleblower but in no event will the total
amount awarded to all whistleblowers in the aggregate be less than 10 percent or greater
than 30 percent of the amount the Commission or the other authorities collect
sect 24021F-6 Criteria for determining amount of award
In exercising its discretion to determine the appropriate award percentage the
Commission may consider the following factors in relation to the unique facts and
circumstances of each case and may increase or decrease the award percentage based
on its analysis of these factors In the event that awards are determined for multiple
whistleblowers in connection an action these factors will be used to determine the
relative allocation of awards among the whistleblowers
(a) Factors that may increase the amount of a whistleblowerrsquos award In
determining whether to increase the amount of an award the Commission will consider
the following factors which are not listed in order of importance
(1) Significance of the information provided by the whistleblower The
Commission will assess the significance of the information provided by a whistleblower
to the success of the Commission action or related action In considering this factor the
Commission may take into account among other things
(i) The nature of the information provided by the whistleblower and how it
related to the successful enforcement action including whether the reliability and
completeness of the information provided to the Commission by the whistleblower
resulted in the conservation of Commission resources
(ii) The degree to which the information provided by the whistleblower
supported one or more successful claims brought in the Commission or related action
(2) Assistance provided by the whistleblower The Commission will assess the
degree of assistance provided by the whistleblower and any legal representative of the
whistleblower in the Commission action or related action In considering this factor the
Commission may take into account among other things
(i) Whether the whistleblower provided ongoing extensive and timely
cooperation and assistance by for example helping to explain complex transactions
interpreting key evidence or identifying new and productive lines of inquiry
(ii) The timeliness of the whistleblowerrsquos initial report to the Commission or to
an internal compliance or reporting system of business organizations committing or
impacted by the securities violations where appropriate
(iii) The resources conserved as a result of the whistleblowerrsquos assistance
(iv) Whether the whistleblower appropriately encouraged or authorized others to
assist the staff of the Commission who might otherwise not have participated in the
investigation or related action
(v) The efforts undertaken by the whistleblower to remediate the harm caused by
the violations including assisting the authorities in the recovery of the fruits and
instrumentalities of the violations and
(vi) Any unique hardships experienced by the whistleblower as a result of his or
her reporting and assisting in the enforcement action
(3) Law enforcement interest The Commission will assess its programmatic
interest in deterring violations of the securities laws by making awards to
whistleblowers who provide information that leads to the successful enforcement of
such laws In considering this factor the Commission may take into account among
other things
(i) The degree to which an award enhances the Commissionrsquos ability to enforce
the federal securities laws and protect investors and
(ii) The degree to which an award encourages the submission of high quality
information from whistleblowers by appropriately rewarding whistleblowersrsquo
submission of significant information and assistance even in cases where the monetary
sanctions available for collection are limited or potential monetary sanctions were
reduced or eliminated by the Commission because an entity self-reported a securities
violation following the whistleblowerrsquos related internal disclosure report or
submission
(iii) Whether the subject matter of the action is a Commission priority whether
the reported misconduct involves regulated entities or fiduciaries whether the
whistleblower exposed an industry-wide practice the type and severity of the securities
violations the age and duration of misconduct the number of violations and the
isolated repetitive or ongoing nature of the violations and
(iv) The dangers to investors or others presented by the underlying violations
involved in the enforcement action including the amount of harm or potential harm
caused by the underlying violations the type of harm resulting from or threatened by
the underlying violations and the number of individuals or entities harmed
(4) Participation in internal compliance systems The Commission will assess
whether and the extent to which the whistleblower and any legal representative of the
whistleblower participated in internal compliance systems In considering this factor
the Commission may take into account among other things
(i) Whether and the extent to which a whistleblower reported the possible
securities violations through internal whistleblower legal or compliance procedures
before or at the same time as reporting them to the Commission and
(ii) Whether and the extent to which a whistleblower assisted any internal
investigation or inquiry concerning the reported securities violations
(b) Factors that may decrease the amount of a whistleblowerrsquos award In
determining whether to decrease the amount of an award the Commission will consider
the following factors which are not listed in order of importance
(1) Culpability The Commission will assess the culpability or involvement of the
whistleblower in matters associated with the Commissionrsquos action or related actions In
considering this factor the Commission may take into account among other things
(i) The whistleblowerrsquos role in the securities violations
(ii) The whistleblowerrsquos education training experience and position of
responsibility at the time the violations occurred
(iii) Whether the whistleblower acted with scienter both generally and in
relation to others who participated in the violations
(iv) Whether the whistleblower financially benefitted from the violations
(v) Whether the whistleblower is a recidivist
(vi) The egregiousness of the underlying fraud committed by the whistleblower
and
(vii) Whether the whistleblower knowingly interfered with the Commissionrsquos
investigation of the violations or related enforcement actions
(2) Unreasonable reporting delay The Commission will assess whether the
whistleblower unreasonably delayed reporting the securities violations In considering
this factor the Commission may take into account among other things
(i) Whether the whistleblower was aware of the relevant facts but failed to take
reasonable steps to report or prevent the violations from occurring or continuing
(ii) Whether the whistleblower was aware of the relevant facts but only reported
them after learning about a related inquiry investigation or enforcement action and
(iii) Whether there was a legitimate reason for the whistleblower to delay
reporting the violations
(3) Interference with internal compliance and reporting systems The
Commission will assess in cases where the whistleblower interacted with his or her
entityrsquos internal compliance or reporting system whether the whistleblower
undermined the integrity of such system In considering this factor the Commission
will take into account whether there is evidence provided to the Commission that the
whistleblower knowingly
(i) Interfered with an entityrsquos established legal compliance or audit procedures
to prevent or delay detection of the reported securities violation
(ii) Made any material false fictitious or fraudulent statements or
representations that hindered an entityrsquos efforts to detect investigate or remediate the
reported securities violations and
(iii) Provided any false writing or document knowing the writing or document
contained any false fictitious or fraudulent statements or entries that hindered an
entityrsquos efforts to detect investigate or remediate the reported securities violations
sect 24021F-7 Confidentiality of submissions
(a) Section 21F(h)(2) of the Exchange Act (15 USC 78u-6(h)(2)) requires that
the Commission not disclose information that could reasonably be expected to reveal
the identity of a whistleblower except that the Commission may disclose such
information in the following circumstances
(1) When disclosure is required to a defendant or respondent in connection with
a federal court or administrative action that the Commission files or in another public
action or proceeding that is filed by an authority to which we provide the information as
described below
(2) When the Commission determines that it is necessary to accomplish the
purposes of the Exchange Act (15 USC 78a) and to protect investors it may provide
your information to the Department of Justice an appropriate regulatory authority a
self regulatory organization a state attorney general in connection with a criminal
investigation any appropriate state regulatory authority the Public Company
Accounting Oversight Board or foreign securities and law enforcement authorities
Each of these entities other than foreign securities and law enforcement authorities is
subject to the confidentiality requirements set forth in Section 21F(h) of the Exchange
Act (15 USC 78u-6(h)) The Commission will determine what assurances of
confidentiality it deems appropriate in providing such information to foreign securities
and law enforcement authorities
(3) The Commission may make disclosures in accordance with the Privacy Act of
1974 (5 USC 552a)
(b) You may submit information to the Commission anonymously If you do so
however you must also do the following
(1) You must have an attorney represent you in connection with both your
submission of information and your claim for an award and your attorneyrsquos name and
contact information must be provided to the Commission at the time you submit your
information
(2) You and your attorney must follow the procedures set forth in sect 24021F-9 of
this chapter for submitting original information anonymously and
(3) Before the Commission will pay any award to you you must disclose your
identity to the Commission and your identity must be verified by the Commission as set
forth in sect 24021F-10 of this chapter
sect 24021F-8 Eligibility
(a) To be eligible for a whistleblower award you must give the Commission
information in the form and manner that the Commission requires The procedures for
submitting information and making a claim for an award are described in sect 24021F-9
through sect 24021F-11 of this chapter You should read these procedures carefully
because you need to follow them in order to be eligible for an award except that the
Commission may in its sole discretion waive any of these procedures based upon a
showing of extraordinary circumstances
(b) In addition to any forms required by these rules the Commission may also
require that you provide certain additional information You may be required to
(1) Provide explanations and other assistance in order that the staff may evaluate
and use the information that you submitted
(2) Provide all additional information in your possession that is related to the
subject matter of your submission in a complete and truthful manner through follow-up
meetings or in other forms that our staff may agree to
(3) Provide testimony or other evidence acceptable to the staff relating to
whether you are eligible or otherwise satisfy any of the conditions for an award and
(4) Enter into a confidentiality agreement in a form acceptable to the Office of
the Whistleblower covering any non-public information that the Commission provides
to you and including a provision that a violation of the agreement may lead to your
ineligibility to receive an award
(c) You are not eligible to be considered for an award if you do not satisfy the
requirements of paragraphs (a) and (b) of this section In addition you are not eligible
if
(1) You are or were at the time you acquired the original information provided to
the Commission a member officer or employee of the Commission the Department of
Justice an appropriate regulatory agency a self-regulatory organization the Public
Company Accounting Oversight Board or any law enforcement organization
(2) You are or were at the time you acquired the original information provided
to the Commission a member officer or employee of a foreign government any
political subdivision department agency or instrumentality of a foreign government or
any other foreign financial regulatory authority as that term is defined in Section
3(a)(52) of the Exchange Act (15 USC 78c(a)(52))
(3) You are convicted of a criminal violation that is related to the Commission
action or to a related action (as defined in sect 24021F-4 of this chapter) for which you
otherwise could receive an award
(4) You obtained the original information that you gave the Commission through
an audit of a companyrsquos financial statements and making a whistleblower submission
would be contrary to requirements of Section 10A of the Exchange Act (15 USC 78j-a)
(5) You are the spouse parent child or sibling of a member or employee of the
Commission or you reside in the same household as a member or employee of the
Commission
(6) You acquired the original information you gave the Commission from a
person
(i) Who is subject to paragraph (c)(4) of this section unless the information is
not excluded from that personrsquos use or you are providing the Commission with
information about possible violations involving that person or
(ii) With the intent to evade any provision of these rules or
(7) In your whistleblower submission your other dealings with the Commission
or your dealings with another authority in connection with a related action you
knowingly and willfully make any false fictitious or fraudulent statement or
representation or use any false writing or document knowing that it contains any false
fictitious or fraudulent statement or entry with intent to mislead or otherwise hinder
the Commission or another authority
sect 24021F-9 Procedures for submitting original information
(a) To be considered a whistleblower under Section 21F of the Exchange Act (15
USC 78u-6(h)) you must submit your information about a possible securities law
violation by either of these methods
(1) Online through the Commissionrsquos website located at wwwsecgov or
(2) By mailing or faxing a Form TCR (Tip Complaint or Referral) (referenced in
sect 2491800 of this chapter) to the SEC Office of the Whistleblower 100 F Street NE
Washington DC 20549-5631 Fax (703) 813-9322
(b) Further to be eligible for an award you must declare under penalty of perjury
at the time you submit your information pursuant to paragraph (a)(1) or (2) of this
section that your information is true and correct to the best of your knowledge and
belief
(c) Notwithstanding paragraphs (a) and (b) of this section if you are providing
your original information to the Commission anonymously then your attorney must
submit your information on your behalf pursuant to the procedures specified in
paragraph (a) of this section Prior to your attorneys submission you must provide
your attorney with a completed Form TCR (referenced in sect2491800 of this chapter)
that you have signed under penalty of perjury When your attorney makes her
submission on your behalf your attorney will be required to certify that he or she
(1) Has verified your identity
(2) Has reviewed your completed and signed Form TCR (referenced in sect2491800
of this chapter) for completeness and accuracy and that the information contained
therein is true correct and complete to the best of the attorneys knowledge
information and belief
(3) Has obtained your non-waivable consent to provide the Commission with
your original completed and signed Form TCR (referenced in sect2491800 of this chapter)
in the event that the Commission requests it due to concerns that you may have
knowingly and willfully made false fictitious or fraudulent statements or
representations or used any false writing or document knowing that the writing or
document contains any false fictitious or fraudulent statement or entry and
(4) Consents to be legally obligated to provide the signed Form TCR (referenced
in sect2491800 of this chapter) within seven (7) calendar days of receiving such request
from the Commission
(d) If you submitted original information in writing to the Commission after July
21 2010 (the date of enactment of the Dodd-Frank Wall Street Reform and Consumer
Protection Act) but before the effective date of these rules your submission will be
deemed to satisfy the requirements set forth in paragraphs (a) and (b) of this section If
you were an anonymous whistleblower however you must provide your attorney with a
completed and signed copy of Form TCR (referenced in sect2491800 of this chapter)
within 60 days of the effective date of these rules your attorney must retain the signed
form in his or her records and you must provide of copy of the signed form to the
Commission staff upon request by Commission staff prior to any payment of an award
to you in connection with your submission Notwithstanding the foregoing you must
follow the procedures and conditions for making a claim for a whistleblower award
described in sectsect 24021F-10 and 24021F-11 of this chapter
sect 24021F-10 Procedures for making a claim for a whistleblower
award in SEC actions that result in monetary sanctions in excess of
$1000000
(a) Whenever a Commission action results in monetary sanctions totaling more
than $1000000 the Office of the Whistleblower will cause to be published on the
Commissionrsquos website a ldquoNotice of Covered Actionrdquo Such Notice will be published
subsequent to the entry of a final judgment or order that alone or collectively with other
judgments or orders previously entered in the Commission action exceeds $1000000
or in the absence of such judgment or order subsequent to the deposit of monetary
sanctions exceeding $1000000 into a disgorgement or other fund pursuant to Section
308(b) of the Sarbanes-Oxley Act of 2002 A claimant will have ninety (90) days from
the date of the Notice of Covered Action to file a claim for an award based on that action
or the claim will be barred
(b) To file a claim for a whistleblower award you must file Form WB-APP
Application for Award for Original Information Provided Pursuant to Section 21F of
the Securities Exchange Act of 1934 (referenced in sect 2491801 of this chapter) You
must sign this form as the claimant and submit it to the Office of the Whistleblower by
mail or fax All claim forms including any attachments must be received by the Office
of the Whistleblower within ninety (90) calendar days of the date of the Notice of
Covered Action in order to be considered for an award
(c) If you provided your original information to the Commission anonymously
you must disclose your identity on the Form WB-APP (referenced in sect 2491801 of this
chapter) and your identity must be verified in a form and manner that is acceptable to
the Office of the Whistleblower prior to the payment of any award
(d) Once the time for filing any appeals of the Commissionrsquos judicial or
administrative action has expired or where an appeal has been filed after all appeals in
the action have been concluded the staff designated by the Director of the Division of
Enforcement (ldquoClaims Review Staffrdquo) will evaluate all timely whistleblower award claims
submitted on Form WB-APP (referenced in sect 2491801 of this chapter) in accordance
with the criteria set forth in these rules In connection with this process the Office of
the Whistleblower may require that you provide additional information relating to your
eligibility for an award or satisfaction of any of the conditions for an award as set forth
in sect 24021F-(8)(b) of this chapter Following that evaluation the Office of the
Whistleblower will send you a Preliminary Determination setting forth a preliminary
assessment as to whether the claim should be allowed or denied and if allowed setting
forth the proposed award percentage amount
(e) You may contest the Preliminary Determination made by the Claims Review
Staff by submitting a written response to the Office of the Whistleblower setting forth
the grounds for your objection to either the denial of an award or the proposed amount
of an award The response must be in the form and manner that the Office of the
Whistleblower shall require You may also include documentation or other evidentiary
support for the grounds advanced in your response
(1) Before determining whether to contest a Preliminary Determination you
may
(i) Within thirty (30) days of the date of the Preliminary Determination request
that the Office of the Whistleblower make available for your review the materials from
among those set forth in sect 24021F-12(a) of this chapter that formed the basis of the
Claims Review Staffrsquos Preliminary Determination
(ii) Within thirty (30) calendar days of the date of the Preliminary
Determination request a meeting with the Office of the Whistleblower however such
meetings are not required and the office may in its sole discretion decline the request
(2) If you decide to contest the Preliminary Determination you must submit
your written response and supporting materials within sixty (60) calendar days of the
date of the Preliminary Determination or if a request to review materials is made
pursuant to paragraph (e)(1) of this section then within sixty (60) calendar days of the
Office of the Whistleblower making those materials available for your review
(f) If you fail to submit a timely response pursuant to paragraph (e) of this
section then the Preliminary Determination will become the Final Order of the
Commission (except where the Preliminary Determination recommended an award in
which case the Preliminary Determination will be deemed a Proposed Final
Determination for purposes of paragraph (h) of this section) Your failure to submit a
timely response contesting a Preliminary Determination will constitute a failure to
exhaust administrative remedies and you will be prohibited from pursuing an appeal
pursuant to sect 24021F-13 of this chapter
(g) If you submit a timely response pursuant to paragraph (e) of this section
then the Claims Review Staff will consider the issues and grounds advanced in your
response along with any supporting documentation you provided and will make its
Proposed Final Determination
(h) The Office of the Whistleblower will then notify the Commission of each
Proposed Final Determination Within thirty 30 days thereafter any Commissioner
may request that the Proposed Final Determination be reviewed by the Commission If
no Commissioner requests such a review within the 30-day period then the Proposed
Final Determination will become the Final Order of the Commission In the event a
Commissioner requests a review the Commission will review the record that the staff
relied upon in making its determinations including your previous submissions to the
Office of the Whistleblower and issue its Final Order
(i) The Office of the Whistleblower will provide you with the Final Order of the
Commission
sect 24021F-11 Procedures for determining awards based upon a related
action (a) If you are eligible to receive an award following a Commission action
that results in monetary sanctions totaling more than $1000000 you also may be
eligible to receive an award based on the monetary sanctions that are collected from a
related action (as defined in sect 24021F-3 of this chapter)
(b) You must also use Form WB-APP (referenced in sect 2491801 of this chapter)
to submit a claim for an award in a related action You must sign this form as the
claimant and submit it to the Office of the Whistleblower by mail or fax as follows
(1) If a final order imposing monetary sanctions has been entered in a related
action at the time you submit your claim for an award in connection with a Commission
action you must submit your claim for an award in that related action on the same
Form WB-APP (referenced in sect 2491801 of this chapter) that you use for the
Commission action
(2) If a final order imposing monetary sanctions in a related action has not been
entered at the time you submit your claim for an award in connection with a
Commission action you must submit your claim on Form WB-APP (referenced in sect
2491801 of this chapter) within ninety (90) days of the issuance of a final order
imposing sanctions in the related action
(c) The Office of the Whistleblower may request additional information from you
in connection with your claim for an award in a related action to demonstrate that you
directly (or through the Commission) voluntarily provided the governmental agency
regulatory authority or self-regulatory organization the same original information that
led to the Commissionrsquos successful covered action and that this information led to the
successful enforcement of the related action The Office of the Whistleblower may in its
discretion seek assistance and confirmation from the other agency in making this
determination
(d) Once the time for filing any appeals of the final judgment or order in a related
action has expired or if an appeal has been filed after all appeals in the action have
been concluded the Claims Review Staff will evaluate all timely whistleblower award
claims submitted on Form WB-APP (referenced in sect 2491801 of this chapter) in
connection with the related action The evaluation will be undertaken pursuant to the
criteria set forth in these rules In connection with this process the Office of the
Whistleblower may require that you provide additional information relating to your
eligibility for an award or satisfaction of any of the conditions for an award as set forth
in sect 24021F-(8)(b) of this chapter Following this evaluation the Office of the
Whistleblower will send you a Preliminary Determination setting forth a preliminary
assessment as to whether the claim should be allowed or denied and if allowed setting
forth the proposed award percentage amount
(e) You may contest the Preliminary Determination made by the Claims Review
Staff by submitting a written response to the Office of the Whistleblower setting forth
the grounds for your objection to either the denial of an award or the proposed amount
of an award The response must be in the form and manner that the Office of the
Whistleblower shall require You may also include documentation or other evidentiary
support for the grounds advanced in your response
(1) Before determining whether to contest a Preliminary Determination you
may
(i) Within thirty (30) days of the date of the Preliminary Determination request
that the Office of the Whistleblower make available for your review the materials from
among those set forth in sect 24021F-12(a) of this chapter that formed the basis of the
Claims Review Staffrsquos Preliminary Determination
(ii) Within thirty (30) days of the date of the Preliminary Determination request
a meeting with the Office of the Whistleblower however such meetings are not required
and the office may in its sole discretion decline the request
(2) If you decide to contest the Preliminary Determination you must submit
your written response and supporting materials within sixty (60) calendar days of the
date of the Preliminary Determination or if a request to review materials is made
pursuant to paragraph (e)(1)(i) of this section then within sixty (60) calendar days of
the Office of the Whistleblower making those materials available for your review
(f) If you fail to submit a timely response pursuant to paragraph (e) of this
section then the Preliminary Determination will become the Final Order of the
Commission (except where the Preliminary Determination recommended an award in
which case the Preliminary Determination will be deemed a Proposed Final
Determination for purposes of paragraph (h) of this section) Your failure to submit a
timely response contesting a Preliminary Determination will constitute a failure to
exhaust administrative remedies and you will be prohibited from pursuing an appeal
pursuant to sect 24021F-13 of this chapter
(g) If you submit a timely response pursuant to paragraph (e) of this section
then the Claims Review Staff will consider the issues and grounds that you advanced in
your response along with any supporting documentation you provided and will make
its Proposed Final Determination
(h) The Office of the Whistleblower will notify the Commission of each Proposed
Final Determination Within thirty 30 days thereafter any Commissioner may request
that the Proposed Final Determination be reviewed by the Commission If no
Commissioner requests such a review within the 30-day period then the Proposed Final
Determination will become the Final Order of the Commission In the event a
Commissioner requests a review the Commission will review the record that the staff
relied upon in making its determinations including your previous submissions to the
Office of the Whistleblower and issue its Final Order
(i) The Office of the Whistleblower will provide you with the Final Order of the
Commission
sect 24021F-12 Materials that may form the basis of an award determination
and that may comprise the record on appeal
(a) The following items constitute the materials that the Commission and the
Claims Review Staff may rely upon to make an award determination pursuant to sectsect
24021F-10 and 24021F-11 of this chapter
(1) Any publicly available materials from the covered action or related action
including
(i) The complaint notice of hearing answers and any amendments thereto
(ii) The final judgment consent order or final administrative order
(iii) Any transcripts of the proceedings including any exhibits
(iv) Any items that appear on the docket and
(v) Any appellate decisions or orders
(2) The whistleblowerrsquos Form TCR (referenced in sect2491800 of this chapter)
including attachments and other related materials provided by the whistleblower to
assist the Commission with the investigation or examination
(3) The whistleblowerrsquos Form WB-APP (referenced in sect2491800 of this chapter)
including attachments and any other filings or submissions from the whistleblower in
support of the award application
(4) Sworn declarations (including attachments) from the Commission staff
regarding any matters relevant to the award determination
(5) With respect to an award claim involving a related action any statements or
other information that the entity provides or identifies in connection with an award
determination provided the entity has authorized the Commission to share the
information with the claimant (Neither the Commission nor the Claims Review Staff
may rely upon information that the entity has not authorized the Commission to share
with the claimant) and
(6) Any other documents or materials including sworn declarations from third-
parties that are received or obtained by the Office of the Whistleblower to assist the
Commission resolve the claimantrsquos award application including information related to
the claimantrsquos eligibility (Neither the Commission nor the Claims Review Staff may rely
upon information that the entity has not authorized the Commission to share with the
claimant)
(b) These rules do not entitle claimants to obtain from the Commission any
materials (including any pre-decisional or internal deliberative process materials that
are prepared exclusively to assist the Commission in deciding the claim) other than
those listed in paragraph (a) of this section Moreover the Office of the Whistleblower
may make redactions as necessary to comply with any statutory restrictions to protect
the Commissionrsquos law enforcement and regulatory functions and to comply with
requests for confidential treatment from other law enforcement and regulatory
authorities The Office of the Whistleblower may also require you to sign a
confidentiality agreement as set forth in sect 24021F-(8)(b)(4) of this chapter before
providing these materials
sect 24021F-13 Appeals
(a) Section 21F of the Exchange Act (15 USC 78u-6) commits determinations of
whether to whom and in what amount to make awards to the Commissionrsquos discretion
A determination of whether or to whom to make an award may be appealed within 30
days after the Commission issues its final decision to the United States Court of Appeals
for the District of Columbia Circuit or to the circuit where the aggrieved person resides
or has his principal place of business Where the Commission makes an award based on
the factors set forth in sect 24021F-6 of this chapter of not less than 10 percent and not
more than 30 percent of the monetary sanctions collected in the Commission or related
action the Commissionrsquos determination regarding the amount of an award (including
the allocation of an award as between multiple whistleblowers and any factual findings
legal conclusions policy judgments or discretionary assessments involving the
Commissionrsquos consideration of the factors in sect 24021F-6 of this chapter) is not
appealable
(b) The record on appeal shall consist of the Preliminary Determination the
Final Order of the Commission and any other items from those set forth in sect 24021F-
12(a) of this chapter that either the claimant or the Commission identifies for inclusion
in the record The record on appeal shall not include any pre-decisional or internal
deliberative process materials that are prepared exclusively to assist the Commission in
deciding the claim (including the staffs Draft Final Determination in the event that the
Commissioners reviewed the claim and issued the Final Order)
sect 24021F- 14 Procedures applicable to the payment of awards
(a) Any award made pursuant to these rules will be paid from the Securities and
Exchange Commission Investor Protection Fund (the ldquoFundrdquo)
(b) A recipient of a whistleblower award is entitled to payment on the award only
to the extent that a monetary sanction is collected in the Commission action or in a
related action upon which the award is based
(c) Payment of a whistleblower award for a monetary sanction collected in a
Commission action or related action shall be made following the later of
(1) The date on which the monetary sanction is collected or
(2) The completion of the appeals process for all whistleblower award claims
arising from
(i) The Notice of Covered Action in the case of any payment of an award for a
monetary sanction collected in a Commission action or
(ii) The related action in the case of any payment of an award for a monetary
sanction collected in a related action
(d) If there are insufficient amounts available in the Fund to pay the entire
amount of an award payment within a reasonable period of time from the time for
payment specified by paragraph (c) of this section then subject to the following terms
the balance of the payment shall be paid when amounts become available in the Fund
as follows
(1) Where multiple whistleblowers are owed payments from the Fund based on
awards that do not arise from the same Notice of Covered Action (or related action)
priority in making these payments will be determined based upon the date that the
collections for which the whistleblowers are owed payments occurred If two or more of
these collections occur on the same date those whistleblowers owed payments based on
these collections will be paid on a pro rata basis until sufficient amounts become
available in the Fund to pay their entire payments
(2) Where multiple whistleblowers are owed payments from the Fund based on
awards that arise from the same Notice of Covered Action (or related action) they will
share the same payment priority and will be paid on a pro rata basis until sufficient
amounts become available in the Fund to pay their entire payments
sect 24021F-15 No amnesty
The Securities Whistleblower Incentives and Protection provisions do not provide
amnesty to individuals who provide information to the Commission The fact that you
may become a whistleblower and assist in Commission investigations and enforcement
actions does not preclude the Commission from bringing an action against you based
upon your own conduct in connection with violations of the federal securities laws If
such an action is determined to be appropriate however the Commission will take your
cooperation into consideration in accordance with its Policy Statement Concerning
Cooperation by Individuals in Investigations and Related Enforcement Actions (17 CFR
sect 20212)
sect 24021F-16 Awards to whistleblowers who engage in culpable conduct
In determining whether the required $1000000 threshold has been satisfied
(this threshold is further explained in sect 24021F-10 of this chapter) for purposes of
making any award the Commission will not take into account any monetary sanctions
that the whistleblower is ordered to pay or that are ordered against any entity whose
liability is based substantially on conduct that the whistleblower directed planned or
initiated Similarly if the Commission determines that a whistleblower is eligible for an
award any amounts that the whistleblower or such an entity pay in sanctions as a result
of the action or related actions will not be included within the calculation of the amounts
collected for purposes of making payments
sect 24021F-17 Staff communications with individuals reporting possible
securities law violations
(a) No person may take any action to impede an individual from communicating
directly with the Commission staff about a possible securities law violation including
enforcing or threatening to enforce a confidentiality agreement (other than agreements
dealing with information covered by sect 24021F-4(b)(4)(i) and sect 24021F-4(b)(4)(ii) of
this chapter related to the legal representation of a client) with respect to such
communications
(b) If you are a director officer member agent or employee of an entity that has
counsel and you have initiated communication with the Commission relating to a
possible securities law violation the staff is authorized to communicate directly with you
regarding the possible securities law violation without seeking the consent of the entityrsquos
counsel
sect 24021F-6 Criteria for determining amount of award
In exercising its discretion to determine the appropriate award percentage the
Commission may consider the following factors in relation to the unique facts and
circumstances of each case and may increase or decrease the award percentage based
on its analysis of these factors In the event that awards are determined for multiple
whistleblowers in connection an action these factors will be used to determine the
relative allocation of awards among the whistleblowers
(a) Factors that may increase the amount of a whistleblowerrsquos award In
determining whether to increase the amount of an award the Commission will consider
the following factors which are not listed in order of importance
(1) Significance of the information provided by the whistleblower The
Commission will assess the significance of the information provided by a whistleblower
to the success of the Commission action or related action In considering this factor the
Commission may take into account among other things
(i) The nature of the information provided by the whistleblower and how it
related to the successful enforcement action including whether the reliability and
completeness of the information provided to the Commission by the whistleblower
resulted in the conservation of Commission resources
(ii) The degree to which the information provided by the whistleblower
supported one or more successful claims brought in the Commission or related action
(2) Assistance provided by the whistleblower The Commission will assess the
degree of assistance provided by the whistleblower and any legal representative of the
whistleblower in the Commission action or related action In considering this factor the
Commission may take into account among other things
(i) Whether the whistleblower provided ongoing extensive and timely
cooperation and assistance by for example helping to explain complex transactions
interpreting key evidence or identifying new and productive lines of inquiry
(ii) The timeliness of the whistleblowerrsquos initial report to the Commission or to
an internal compliance or reporting system of business organizations committing or
impacted by the securities violations where appropriate
(iii) The resources conserved as a result of the whistleblowerrsquos assistance
(iv) Whether the whistleblower appropriately encouraged or authorized others to
assist the staff of the Commission who might otherwise not have participated in the
investigation or related action
(v) The efforts undertaken by the whistleblower to remediate the harm caused by
the violations including assisting the authorities in the recovery of the fruits and
instrumentalities of the violations and
(vi) Any unique hardships experienced by the whistleblower as a result of his or
her reporting and assisting in the enforcement action
(3) Law enforcement interest The Commission will assess its programmatic
interest in deterring violations of the securities laws by making awards to
whistleblowers who provide information that leads to the successful enforcement of
such laws In considering this factor the Commission may take into account among
other things
(i) The degree to which an award enhances the Commissionrsquos ability to enforce
the federal securities laws and protect investors and
(ii) The degree to which an award encourages the submission of high quality
information from whistleblowers by appropriately rewarding whistleblowersrsquo
submission of significant information and assistance even in cases where the monetary
sanctions available for collection are limited or potential monetary sanctions were
reduced or eliminated by the Commission because an entity self-reported a securities
violation following the whistleblowerrsquos related internal disclosure report or
submission
(iii) Whether the subject matter of the action is a Commission priority whether
the reported misconduct involves regulated entities or fiduciaries whether the
whistleblower exposed an industry-wide practice the type and severity of the securities
violations the age and duration of misconduct the number of violations and the
isolated repetitive or ongoing nature of the violations and
(iv) The dangers to investors or others presented by the underlying violations
involved in the enforcement action including the amount of harm or potential harm
caused by the underlying violations the type of harm resulting from or threatened by
the underlying violations and the number of individuals or entities harmed
(4) Participation in internal compliance systems The Commission will assess
whether and the extent to which the whistleblower and any legal representative of the
whistleblower participated in internal compliance systems In considering this factor
the Commission may take into account among other things
(i) Whether and the extent to which a whistleblower reported the possible
securities violations through internal whistleblower legal or compliance procedures
before or at the same time as reporting them to the Commission and
(ii) Whether and the extent to which a whistleblower assisted any internal
investigation or inquiry concerning the reported securities violations
(b) Factors that may decrease the amount of a whistleblowerrsquos award In
determining whether to decrease the amount of an award the Commission will consider
the following factors which are not listed in order of importance
(1) Culpability The Commission will assess the culpability or involvement of the
whistleblower in matters associated with the Commissionrsquos action or related actions In
considering this factor the Commission may take into account among other things
(i) The whistleblowerrsquos role in the securities violations
(ii) The whistleblowerrsquos education training experience and position of
responsibility at the time the violations occurred
(iii) Whether the whistleblower acted with scienter both generally and in
relation to others who participated in the violations
(iv) Whether the whistleblower financially benefitted from the violations
(v) Whether the whistleblower is a recidivist
(vi) The egregiousness of the underlying fraud committed by the whistleblower
and
(vii) Whether the whistleblower knowingly interfered with the Commissionrsquos
investigation of the violations or related enforcement actions
(2) Unreasonable reporting delay The Commission will assess whether the
whistleblower unreasonably delayed reporting the securities violations In considering
this factor the Commission may take into account among other things
(i) Whether the whistleblower was aware of the relevant facts but failed to take
reasonable steps to report or prevent the violations from occurring or continuing
(ii) Whether the whistleblower was aware of the relevant facts but only reported
them after learning about a related inquiry investigation or enforcement action and
(iii) Whether there was a legitimate reason for the whistleblower to delay
reporting the violations
(3) Interference with internal compliance and reporting systems The
Commission will assess in cases where the whistleblower interacted with his or her
entityrsquos internal compliance or reporting system whether the whistleblower
undermined the integrity of such system In considering this factor the Commission
will take into account whether there is evidence provided to the Commission that the
whistleblower knowingly
(i) Interfered with an entityrsquos established legal compliance or audit procedures
to prevent or delay detection of the reported securities violation
(ii) Made any material false fictitious or fraudulent statements or
representations that hindered an entityrsquos efforts to detect investigate or remediate the
reported securities violations and
(iii) Provided any false writing or document knowing the writing or document
contained any false fictitious or fraudulent statements or entries that hindered an
entityrsquos efforts to detect investigate or remediate the reported securities violations
sect 24021F-7 Confidentiality of submissions
(a) Section 21F(h)(2) of the Exchange Act (15 USC 78u-6(h)(2)) requires that
the Commission not disclose information that could reasonably be expected to reveal
the identity of a whistleblower except that the Commission may disclose such
information in the following circumstances
(1) When disclosure is required to a defendant or respondent in connection with
a federal court or administrative action that the Commission files or in another public
action or proceeding that is filed by an authority to which we provide the information as
described below
(2) When the Commission determines that it is necessary to accomplish the
purposes of the Exchange Act (15 USC 78a) and to protect investors it may provide
your information to the Department of Justice an appropriate regulatory authority a
self regulatory organization a state attorney general in connection with a criminal
investigation any appropriate state regulatory authority the Public Company
Accounting Oversight Board or foreign securities and law enforcement authorities
Each of these entities other than foreign securities and law enforcement authorities is
subject to the confidentiality requirements set forth in Section 21F(h) of the Exchange
Act (15 USC 78u-6(h)) The Commission will determine what assurances of
confidentiality it deems appropriate in providing such information to foreign securities
and law enforcement authorities
(3) The Commission may make disclosures in accordance with the Privacy Act of
1974 (5 USC 552a)
(b) You may submit information to the Commission anonymously If you do so
however you must also do the following
(1) You must have an attorney represent you in connection with both your
submission of information and your claim for an award and your attorneyrsquos name and
contact information must be provided to the Commission at the time you submit your
information
(2) You and your attorney must follow the procedures set forth in sect 24021F-9 of
this chapter for submitting original information anonymously and
(3) Before the Commission will pay any award to you you must disclose your
identity to the Commission and your identity must be verified by the Commission as set
forth in sect 24021F-10 of this chapter
sect 24021F-8 Eligibility
(a) To be eligible for a whistleblower award you must give the Commission
information in the form and manner that the Commission requires The procedures for
submitting information and making a claim for an award are described in sect 24021F-9
through sect 24021F-11 of this chapter You should read these procedures carefully
because you need to follow them in order to be eligible for an award except that the
Commission may in its sole discretion waive any of these procedures based upon a
showing of extraordinary circumstances
(b) In addition to any forms required by these rules the Commission may also
require that you provide certain additional information You may be required to
(1) Provide explanations and other assistance in order that the staff may evaluate
and use the information that you submitted
(2) Provide all additional information in your possession that is related to the
subject matter of your submission in a complete and truthful manner through follow-up
meetings or in other forms that our staff may agree to
(3) Provide testimony or other evidence acceptable to the staff relating to
whether you are eligible or otherwise satisfy any of the conditions for an award and
(4) Enter into a confidentiality agreement in a form acceptable to the Office of
the Whistleblower covering any non-public information that the Commission provides
to you and including a provision that a violation of the agreement may lead to your
ineligibility to receive an award
(c) You are not eligible to be considered for an award if you do not satisfy the
requirements of paragraphs (a) and (b) of this section In addition you are not eligible
if
(1) You are or were at the time you acquired the original information provided to
the Commission a member officer or employee of the Commission the Department of
Justice an appropriate regulatory agency a self-regulatory organization the Public
Company Accounting Oversight Board or any law enforcement organization
(2) You are or were at the time you acquired the original information provided
to the Commission a member officer or employee of a foreign government any
political subdivision department agency or instrumentality of a foreign government or
any other foreign financial regulatory authority as that term is defined in Section
3(a)(52) of the Exchange Act (15 USC 78c(a)(52))
(3) You are convicted of a criminal violation that is related to the Commission
action or to a related action (as defined in sect 24021F-4 of this chapter) for which you
otherwise could receive an award
(4) You obtained the original information that you gave the Commission through
an audit of a companyrsquos financial statements and making a whistleblower submission
would be contrary to requirements of Section 10A of the Exchange Act (15 USC 78j-a)
(5) You are the spouse parent child or sibling of a member or employee of the
Commission or you reside in the same household as a member or employee of the
Commission
(6) You acquired the original information you gave the Commission from a
person
(i) Who is subject to paragraph (c)(4) of this section unless the information is
not excluded from that personrsquos use or you are providing the Commission with
information about possible violations involving that person or
(ii) With the intent to evade any provision of these rules or
(7) In your whistleblower submission your other dealings with the Commission
or your dealings with another authority in connection with a related action you
knowingly and willfully make any false fictitious or fraudulent statement or
representation or use any false writing or document knowing that it contains any false
fictitious or fraudulent statement or entry with intent to mislead or otherwise hinder
the Commission or another authority
sect 24021F-9 Procedures for submitting original information
(a) To be considered a whistleblower under Section 21F of the Exchange Act (15
USC 78u-6(h)) you must submit your information about a possible securities law
violation by either of these methods
(1) Online through the Commissionrsquos website located at wwwsecgov or
(2) By mailing or faxing a Form TCR (Tip Complaint or Referral) (referenced in
sect 2491800 of this chapter) to the SEC Office of the Whistleblower 100 F Street NE
Washington DC 20549-5631 Fax (703) 813-9322
(b) Further to be eligible for an award you must declare under penalty of perjury
at the time you submit your information pursuant to paragraph (a)(1) or (2) of this
section that your information is true and correct to the best of your knowledge and
belief
(c) Notwithstanding paragraphs (a) and (b) of this section if you are providing
your original information to the Commission anonymously then your attorney must
submit your information on your behalf pursuant to the procedures specified in
paragraph (a) of this section Prior to your attorneys submission you must provide
your attorney with a completed Form TCR (referenced in sect2491800 of this chapter)
that you have signed under penalty of perjury When your attorney makes her
submission on your behalf your attorney will be required to certify that he or she
(1) Has verified your identity
(2) Has reviewed your completed and signed Form TCR (referenced in sect2491800
of this chapter) for completeness and accuracy and that the information contained
therein is true correct and complete to the best of the attorneys knowledge
information and belief
(3) Has obtained your non-waivable consent to provide the Commission with
your original completed and signed Form TCR (referenced in sect2491800 of this chapter)
in the event that the Commission requests it due to concerns that you may have
knowingly and willfully made false fictitious or fraudulent statements or
representations or used any false writing or document knowing that the writing or
document contains any false fictitious or fraudulent statement or entry and
(4) Consents to be legally obligated to provide the signed Form TCR (referenced
in sect2491800 of this chapter) within seven (7) calendar days of receiving such request
from the Commission
(d) If you submitted original information in writing to the Commission after July
21 2010 (the date of enactment of the Dodd-Frank Wall Street Reform and Consumer
Protection Act) but before the effective date of these rules your submission will be
deemed to satisfy the requirements set forth in paragraphs (a) and (b) of this section If
you were an anonymous whistleblower however you must provide your attorney with a
completed and signed copy of Form TCR (referenced in sect2491800 of this chapter)
within 60 days of the effective date of these rules your attorney must retain the signed
form in his or her records and you must provide of copy of the signed form to the
Commission staff upon request by Commission staff prior to any payment of an award
to you in connection with your submission Notwithstanding the foregoing you must
follow the procedures and conditions for making a claim for a whistleblower award
described in sectsect 24021F-10 and 24021F-11 of this chapter
sect 24021F-10 Procedures for making a claim for a whistleblower
award in SEC actions that result in monetary sanctions in excess of
$1000000
(a) Whenever a Commission action results in monetary sanctions totaling more
than $1000000 the Office of the Whistleblower will cause to be published on the
Commissionrsquos website a ldquoNotice of Covered Actionrdquo Such Notice will be published
subsequent to the entry of a final judgment or order that alone or collectively with other
judgments or orders previously entered in the Commission action exceeds $1000000
or in the absence of such judgment or order subsequent to the deposit of monetary
sanctions exceeding $1000000 into a disgorgement or other fund pursuant to Section
308(b) of the Sarbanes-Oxley Act of 2002 A claimant will have ninety (90) days from
the date of the Notice of Covered Action to file a claim for an award based on that action
or the claim will be barred
(b) To file a claim for a whistleblower award you must file Form WB-APP
Application for Award for Original Information Provided Pursuant to Section 21F of
the Securities Exchange Act of 1934 (referenced in sect 2491801 of this chapter) You
must sign this form as the claimant and submit it to the Office of the Whistleblower by
mail or fax All claim forms including any attachments must be received by the Office
of the Whistleblower within ninety (90) calendar days of the date of the Notice of
Covered Action in order to be considered for an award
(c) If you provided your original information to the Commission anonymously
you must disclose your identity on the Form WB-APP (referenced in sect 2491801 of this
chapter) and your identity must be verified in a form and manner that is acceptable to
the Office of the Whistleblower prior to the payment of any award
(d) Once the time for filing any appeals of the Commissionrsquos judicial or
administrative action has expired or where an appeal has been filed after all appeals in
the action have been concluded the staff designated by the Director of the Division of
Enforcement (ldquoClaims Review Staffrdquo) will evaluate all timely whistleblower award claims
submitted on Form WB-APP (referenced in sect 2491801 of this chapter) in accordance
with the criteria set forth in these rules In connection with this process the Office of
the Whistleblower may require that you provide additional information relating to your
eligibility for an award or satisfaction of any of the conditions for an award as set forth
in sect 24021F-(8)(b) of this chapter Following that evaluation the Office of the
Whistleblower will send you a Preliminary Determination setting forth a preliminary
assessment as to whether the claim should be allowed or denied and if allowed setting
forth the proposed award percentage amount
(e) You may contest the Preliminary Determination made by the Claims Review
Staff by submitting a written response to the Office of the Whistleblower setting forth
the grounds for your objection to either the denial of an award or the proposed amount
of an award The response must be in the form and manner that the Office of the
Whistleblower shall require You may also include documentation or other evidentiary
support for the grounds advanced in your response
(1) Before determining whether to contest a Preliminary Determination you
may
(i) Within thirty (30) days of the date of the Preliminary Determination request
that the Office of the Whistleblower make available for your review the materials from
among those set forth in sect 24021F-12(a) of this chapter that formed the basis of the
Claims Review Staffrsquos Preliminary Determination
(ii) Within thirty (30) calendar days of the date of the Preliminary
Determination request a meeting with the Office of the Whistleblower however such
meetings are not required and the office may in its sole discretion decline the request
(2) If you decide to contest the Preliminary Determination you must submit
your written response and supporting materials within sixty (60) calendar days of the
date of the Preliminary Determination or if a request to review materials is made
pursuant to paragraph (e)(1) of this section then within sixty (60) calendar days of the
Office of the Whistleblower making those materials available for your review
(f) If you fail to submit a timely response pursuant to paragraph (e) of this
section then the Preliminary Determination will become the Final Order of the
Commission (except where the Preliminary Determination recommended an award in
which case the Preliminary Determination will be deemed a Proposed Final
Determination for purposes of paragraph (h) of this section) Your failure to submit a
timely response contesting a Preliminary Determination will constitute a failure to
exhaust administrative remedies and you will be prohibited from pursuing an appeal
pursuant to sect 24021F-13 of this chapter
(g) If you submit a timely response pursuant to paragraph (e) of this section
then the Claims Review Staff will consider the issues and grounds advanced in your
response along with any supporting documentation you provided and will make its
Proposed Final Determination
(h) The Office of the Whistleblower will then notify the Commission of each
Proposed Final Determination Within thirty 30 days thereafter any Commissioner
may request that the Proposed Final Determination be reviewed by the Commission If
no Commissioner requests such a review within the 30-day period then the Proposed
Final Determination will become the Final Order of the Commission In the event a
Commissioner requests a review the Commission will review the record that the staff
relied upon in making its determinations including your previous submissions to the
Office of the Whistleblower and issue its Final Order
(i) The Office of the Whistleblower will provide you with the Final Order of the
Commission
sect 24021F-11 Procedures for determining awards based upon a related
action (a) If you are eligible to receive an award following a Commission action
that results in monetary sanctions totaling more than $1000000 you also may be
eligible to receive an award based on the monetary sanctions that are collected from a
related action (as defined in sect 24021F-3 of this chapter)
(b) You must also use Form WB-APP (referenced in sect 2491801 of this chapter)
to submit a claim for an award in a related action You must sign this form as the
claimant and submit it to the Office of the Whistleblower by mail or fax as follows
(1) If a final order imposing monetary sanctions has been entered in a related
action at the time you submit your claim for an award in connection with a Commission
action you must submit your claim for an award in that related action on the same
Form WB-APP (referenced in sect 2491801 of this chapter) that you use for the
Commission action
(2) If a final order imposing monetary sanctions in a related action has not been
entered at the time you submit your claim for an award in connection with a
Commission action you must submit your claim on Form WB-APP (referenced in sect
2491801 of this chapter) within ninety (90) days of the issuance of a final order
imposing sanctions in the related action
(c) The Office of the Whistleblower may request additional information from you
in connection with your claim for an award in a related action to demonstrate that you
directly (or through the Commission) voluntarily provided the governmental agency
regulatory authority or self-regulatory organization the same original information that
led to the Commissionrsquos successful covered action and that this information led to the
successful enforcement of the related action The Office of the Whistleblower may in its
discretion seek assistance and confirmation from the other agency in making this
determination
(d) Once the time for filing any appeals of the final judgment or order in a related
action has expired or if an appeal has been filed after all appeals in the action have
been concluded the Claims Review Staff will evaluate all timely whistleblower award
claims submitted on Form WB-APP (referenced in sect 2491801 of this chapter) in
connection with the related action The evaluation will be undertaken pursuant to the
criteria set forth in these rules In connection with this process the Office of the
Whistleblower may require that you provide additional information relating to your
eligibility for an award or satisfaction of any of the conditions for an award as set forth
in sect 24021F-(8)(b) of this chapter Following this evaluation the Office of the
Whistleblower will send you a Preliminary Determination setting forth a preliminary
assessment as to whether the claim should be allowed or denied and if allowed setting
forth the proposed award percentage amount
(e) You may contest the Preliminary Determination made by the Claims Review
Staff by submitting a written response to the Office of the Whistleblower setting forth
the grounds for your objection to either the denial of an award or the proposed amount
of an award The response must be in the form and manner that the Office of the
Whistleblower shall require You may also include documentation or other evidentiary
support for the grounds advanced in your response
(1) Before determining whether to contest a Preliminary Determination you
may
(i) Within thirty (30) days of the date of the Preliminary Determination request
that the Office of the Whistleblower make available for your review the materials from
among those set forth in sect 24021F-12(a) of this chapter that formed the basis of the
Claims Review Staffrsquos Preliminary Determination
(ii) Within thirty (30) days of the date of the Preliminary Determination request
a meeting with the Office of the Whistleblower however such meetings are not required
and the office may in its sole discretion decline the request
(2) If you decide to contest the Preliminary Determination you must submit
your written response and supporting materials within sixty (60) calendar days of the
date of the Preliminary Determination or if a request to review materials is made
pursuant to paragraph (e)(1)(i) of this section then within sixty (60) calendar days of
the Office of the Whistleblower making those materials available for your review
(f) If you fail to submit a timely response pursuant to paragraph (e) of this
section then the Preliminary Determination will become the Final Order of the
Commission (except where the Preliminary Determination recommended an award in
which case the Preliminary Determination will be deemed a Proposed Final
Determination for purposes of paragraph (h) of this section) Your failure to submit a
timely response contesting a Preliminary Determination will constitute a failure to
exhaust administrative remedies and you will be prohibited from pursuing an appeal
pursuant to sect 24021F-13 of this chapter
(g) If you submit a timely response pursuant to paragraph (e) of this section
then the Claims Review Staff will consider the issues and grounds that you advanced in
your response along with any supporting documentation you provided and will make
its Proposed Final Determination
(h) The Office of the Whistleblower will notify the Commission of each Proposed
Final Determination Within thirty 30 days thereafter any Commissioner may request
that the Proposed Final Determination be reviewed by the Commission If no
Commissioner requests such a review within the 30-day period then the Proposed Final
Determination will become the Final Order of the Commission In the event a
Commissioner requests a review the Commission will review the record that the staff
relied upon in making its determinations including your previous submissions to the
Office of the Whistleblower and issue its Final Order
(i) The Office of the Whistleblower will provide you with the Final Order of the
Commission
sect 24021F-12 Materials that may form the basis of an award determination
and that may comprise the record on appeal
(a) The following items constitute the materials that the Commission and the
Claims Review Staff may rely upon to make an award determination pursuant to sectsect
24021F-10 and 24021F-11 of this chapter
(1) Any publicly available materials from the covered action or related action
including
(i) The complaint notice of hearing answers and any amendments thereto
(ii) The final judgment consent order or final administrative order
(iii) Any transcripts of the proceedings including any exhibits
(iv) Any items that appear on the docket and
(v) Any appellate decisions or orders
(2) The whistleblowerrsquos Form TCR (referenced in sect2491800 of this chapter)
including attachments and other related materials provided by the whistleblower to
assist the Commission with the investigation or examination
(3) The whistleblowerrsquos Form WB-APP (referenced in sect2491800 of this chapter)
including attachments and any other filings or submissions from the whistleblower in
support of the award application
(4) Sworn declarations (including attachments) from the Commission staff
regarding any matters relevant to the award determination
(5) With respect to an award claim involving a related action any statements or
other information that the entity provides or identifies in connection with an award
determination provided the entity has authorized the Commission to share the
information with the claimant (Neither the Commission nor the Claims Review Staff
may rely upon information that the entity has not authorized the Commission to share
with the claimant) and
(6) Any other documents or materials including sworn declarations from third-
parties that are received or obtained by the Office of the Whistleblower to assist the
Commission resolve the claimantrsquos award application including information related to
the claimantrsquos eligibility (Neither the Commission nor the Claims Review Staff may rely
upon information that the entity has not authorized the Commission to share with the
claimant)
(b) These rules do not entitle claimants to obtain from the Commission any
materials (including any pre-decisional or internal deliberative process materials that
are prepared exclusively to assist the Commission in deciding the claim) other than
those listed in paragraph (a) of this section Moreover the Office of the Whistleblower
may make redactions as necessary to comply with any statutory restrictions to protect
the Commissionrsquos law enforcement and regulatory functions and to comply with
requests for confidential treatment from other law enforcement and regulatory
authorities The Office of the Whistleblower may also require you to sign a
confidentiality agreement as set forth in sect 24021F-(8)(b)(4) of this chapter before
providing these materials
sect 24021F-13 Appeals
(a) Section 21F of the Exchange Act (15 USC 78u-6) commits determinations of
whether to whom and in what amount to make awards to the Commissionrsquos discretion
A determination of whether or to whom to make an award may be appealed within 30
days after the Commission issues its final decision to the United States Court of Appeals
for the District of Columbia Circuit or to the circuit where the aggrieved person resides
or has his principal place of business Where the Commission makes an award based on
the factors set forth in sect 24021F-6 of this chapter of not less than 10 percent and not
more than 30 percent of the monetary sanctions collected in the Commission or related
action the Commissionrsquos determination regarding the amount of an award (including
the allocation of an award as between multiple whistleblowers and any factual findings
legal conclusions policy judgments or discretionary assessments involving the
Commissionrsquos consideration of the factors in sect 24021F-6 of this chapter) is not
appealable
(b) The record on appeal shall consist of the Preliminary Determination the
Final Order of the Commission and any other items from those set forth in sect 24021F-
12(a) of this chapter that either the claimant or the Commission identifies for inclusion
in the record The record on appeal shall not include any pre-decisional or internal
deliberative process materials that are prepared exclusively to assist the Commission in
deciding the claim (including the staffs Draft Final Determination in the event that the
Commissioners reviewed the claim and issued the Final Order)
sect 24021F- 14 Procedures applicable to the payment of awards
(a) Any award made pursuant to these rules will be paid from the Securities and
Exchange Commission Investor Protection Fund (the ldquoFundrdquo)
(b) A recipient of a whistleblower award is entitled to payment on the award only
to the extent that a monetary sanction is collected in the Commission action or in a
related action upon which the award is based
(c) Payment of a whistleblower award for a monetary sanction collected in a
Commission action or related action shall be made following the later of
(1) The date on which the monetary sanction is collected or
(2) The completion of the appeals process for all whistleblower award claims
arising from
(i) The Notice of Covered Action in the case of any payment of an award for a
monetary sanction collected in a Commission action or
(ii) The related action in the case of any payment of an award for a monetary
sanction collected in a related action
(d) If there are insufficient amounts available in the Fund to pay the entire
amount of an award payment within a reasonable period of time from the time for
payment specified by paragraph (c) of this section then subject to the following terms
the balance of the payment shall be paid when amounts become available in the Fund
as follows
(1) Where multiple whistleblowers are owed payments from the Fund based on
awards that do not arise from the same Notice of Covered Action (or related action)
priority in making these payments will be determined based upon the date that the
collections for which the whistleblowers are owed payments occurred If two or more of
these collections occur on the same date those whistleblowers owed payments based on
these collections will be paid on a pro rata basis until sufficient amounts become
available in the Fund to pay their entire payments
(2) Where multiple whistleblowers are owed payments from the Fund based on
awards that arise from the same Notice of Covered Action (or related action) they will
share the same payment priority and will be paid on a pro rata basis until sufficient
amounts become available in the Fund to pay their entire payments
sect 24021F-15 No amnesty
The Securities Whistleblower Incentives and Protection provisions do not provide
amnesty to individuals who provide information to the Commission The fact that you
may become a whistleblower and assist in Commission investigations and enforcement
actions does not preclude the Commission from bringing an action against you based
upon your own conduct in connection with violations of the federal securities laws If
such an action is determined to be appropriate however the Commission will take your
cooperation into consideration in accordance with its Policy Statement Concerning
Cooperation by Individuals in Investigations and Related Enforcement Actions (17 CFR
sect 20212)
sect 24021F-16 Awards to whistleblowers who engage in culpable conduct
In determining whether the required $1000000 threshold has been satisfied
(this threshold is further explained in sect 24021F-10 of this chapter) for purposes of
making any award the Commission will not take into account any monetary sanctions
that the whistleblower is ordered to pay or that are ordered against any entity whose
liability is based substantially on conduct that the whistleblower directed planned or
initiated Similarly if the Commission determines that a whistleblower is eligible for an
award any amounts that the whistleblower or such an entity pay in sanctions as a result
of the action or related actions will not be included within the calculation of the amounts
collected for purposes of making payments
sect 24021F-17 Staff communications with individuals reporting possible
securities law violations
(a) No person may take any action to impede an individual from communicating
directly with the Commission staff about a possible securities law violation including
enforcing or threatening to enforce a confidentiality agreement (other than agreements
dealing with information covered by sect 24021F-4(b)(4)(i) and sect 24021F-4(b)(4)(ii) of
this chapter related to the legal representation of a client) with respect to such
communications
(b) If you are a director officer member agent or employee of an entity that has
counsel and you have initiated communication with the Commission relating to a
possible securities law violation the staff is authorized to communicate directly with you
regarding the possible securities law violation without seeking the consent of the entityrsquos
counsel
(iv) Whether the whistleblower appropriately encouraged or authorized others to
assist the staff of the Commission who might otherwise not have participated in the
investigation or related action
(v) The efforts undertaken by the whistleblower to remediate the harm caused by
the violations including assisting the authorities in the recovery of the fruits and
instrumentalities of the violations and
(vi) Any unique hardships experienced by the whistleblower as a result of his or
her reporting and assisting in the enforcement action
(3) Law enforcement interest The Commission will assess its programmatic
interest in deterring violations of the securities laws by making awards to
whistleblowers who provide information that leads to the successful enforcement of
such laws In considering this factor the Commission may take into account among
other things
(i) The degree to which an award enhances the Commissionrsquos ability to enforce
the federal securities laws and protect investors and
(ii) The degree to which an award encourages the submission of high quality
information from whistleblowers by appropriately rewarding whistleblowersrsquo
submission of significant information and assistance even in cases where the monetary
sanctions available for collection are limited or potential monetary sanctions were
reduced or eliminated by the Commission because an entity self-reported a securities
violation following the whistleblowerrsquos related internal disclosure report or
submission
(iii) Whether the subject matter of the action is a Commission priority whether
the reported misconduct involves regulated entities or fiduciaries whether the
whistleblower exposed an industry-wide practice the type and severity of the securities
violations the age and duration of misconduct the number of violations and the
isolated repetitive or ongoing nature of the violations and
(iv) The dangers to investors or others presented by the underlying violations
involved in the enforcement action including the amount of harm or potential harm
caused by the underlying violations the type of harm resulting from or threatened by
the underlying violations and the number of individuals or entities harmed
(4) Participation in internal compliance systems The Commission will assess
whether and the extent to which the whistleblower and any legal representative of the
whistleblower participated in internal compliance systems In considering this factor
the Commission may take into account among other things
(i) Whether and the extent to which a whistleblower reported the possible
securities violations through internal whistleblower legal or compliance procedures
before or at the same time as reporting them to the Commission and
(ii) Whether and the extent to which a whistleblower assisted any internal
investigation or inquiry concerning the reported securities violations
(b) Factors that may decrease the amount of a whistleblowerrsquos award In
determining whether to decrease the amount of an award the Commission will consider
the following factors which are not listed in order of importance
(1) Culpability The Commission will assess the culpability or involvement of the
whistleblower in matters associated with the Commissionrsquos action or related actions In
considering this factor the Commission may take into account among other things
(i) The whistleblowerrsquos role in the securities violations
(ii) The whistleblowerrsquos education training experience and position of
responsibility at the time the violations occurred
(iii) Whether the whistleblower acted with scienter both generally and in
relation to others who participated in the violations
(iv) Whether the whistleblower financially benefitted from the violations
(v) Whether the whistleblower is a recidivist
(vi) The egregiousness of the underlying fraud committed by the whistleblower
and
(vii) Whether the whistleblower knowingly interfered with the Commissionrsquos
investigation of the violations or related enforcement actions
(2) Unreasonable reporting delay The Commission will assess whether the
whistleblower unreasonably delayed reporting the securities violations In considering
this factor the Commission may take into account among other things
(i) Whether the whistleblower was aware of the relevant facts but failed to take
reasonable steps to report or prevent the violations from occurring or continuing
(ii) Whether the whistleblower was aware of the relevant facts but only reported
them after learning about a related inquiry investigation or enforcement action and
(iii) Whether there was a legitimate reason for the whistleblower to delay
reporting the violations
(3) Interference with internal compliance and reporting systems The
Commission will assess in cases where the whistleblower interacted with his or her
entityrsquos internal compliance or reporting system whether the whistleblower
undermined the integrity of such system In considering this factor the Commission
will take into account whether there is evidence provided to the Commission that the
whistleblower knowingly
(i) Interfered with an entityrsquos established legal compliance or audit procedures
to prevent or delay detection of the reported securities violation
(ii) Made any material false fictitious or fraudulent statements or
representations that hindered an entityrsquos efforts to detect investigate or remediate the
reported securities violations and
(iii) Provided any false writing or document knowing the writing or document
contained any false fictitious or fraudulent statements or entries that hindered an
entityrsquos efforts to detect investigate or remediate the reported securities violations
sect 24021F-7 Confidentiality of submissions
(a) Section 21F(h)(2) of the Exchange Act (15 USC 78u-6(h)(2)) requires that
the Commission not disclose information that could reasonably be expected to reveal
the identity of a whistleblower except that the Commission may disclose such
information in the following circumstances
(1) When disclosure is required to a defendant or respondent in connection with
a federal court or administrative action that the Commission files or in another public
action or proceeding that is filed by an authority to which we provide the information as
described below
(2) When the Commission determines that it is necessary to accomplish the
purposes of the Exchange Act (15 USC 78a) and to protect investors it may provide
your information to the Department of Justice an appropriate regulatory authority a
self regulatory organization a state attorney general in connection with a criminal
investigation any appropriate state regulatory authority the Public Company
Accounting Oversight Board or foreign securities and law enforcement authorities
Each of these entities other than foreign securities and law enforcement authorities is
subject to the confidentiality requirements set forth in Section 21F(h) of the Exchange
Act (15 USC 78u-6(h)) The Commission will determine what assurances of
confidentiality it deems appropriate in providing such information to foreign securities
and law enforcement authorities
(3) The Commission may make disclosures in accordance with the Privacy Act of
1974 (5 USC 552a)
(b) You may submit information to the Commission anonymously If you do so
however you must also do the following
(1) You must have an attorney represent you in connection with both your
submission of information and your claim for an award and your attorneyrsquos name and
contact information must be provided to the Commission at the time you submit your
information
(2) You and your attorney must follow the procedures set forth in sect 24021F-9 of
this chapter for submitting original information anonymously and
(3) Before the Commission will pay any award to you you must disclose your
identity to the Commission and your identity must be verified by the Commission as set
forth in sect 24021F-10 of this chapter
sect 24021F-8 Eligibility
(a) To be eligible for a whistleblower award you must give the Commission
information in the form and manner that the Commission requires The procedures for
submitting information and making a claim for an award are described in sect 24021F-9
through sect 24021F-11 of this chapter You should read these procedures carefully
because you need to follow them in order to be eligible for an award except that the
Commission may in its sole discretion waive any of these procedures based upon a
showing of extraordinary circumstances
(b) In addition to any forms required by these rules the Commission may also
require that you provide certain additional information You may be required to
(1) Provide explanations and other assistance in order that the staff may evaluate
and use the information that you submitted
(2) Provide all additional information in your possession that is related to the
subject matter of your submission in a complete and truthful manner through follow-up
meetings or in other forms that our staff may agree to
(3) Provide testimony or other evidence acceptable to the staff relating to
whether you are eligible or otherwise satisfy any of the conditions for an award and
(4) Enter into a confidentiality agreement in a form acceptable to the Office of
the Whistleblower covering any non-public information that the Commission provides
to you and including a provision that a violation of the agreement may lead to your
ineligibility to receive an award
(c) You are not eligible to be considered for an award if you do not satisfy the
requirements of paragraphs (a) and (b) of this section In addition you are not eligible
if
(1) You are or were at the time you acquired the original information provided to
the Commission a member officer or employee of the Commission the Department of
Justice an appropriate regulatory agency a self-regulatory organization the Public
Company Accounting Oversight Board or any law enforcement organization
(2) You are or were at the time you acquired the original information provided
to the Commission a member officer or employee of a foreign government any
political subdivision department agency or instrumentality of a foreign government or
any other foreign financial regulatory authority as that term is defined in Section
3(a)(52) of the Exchange Act (15 USC 78c(a)(52))
(3) You are convicted of a criminal violation that is related to the Commission
action or to a related action (as defined in sect 24021F-4 of this chapter) for which you
otherwise could receive an award
(4) You obtained the original information that you gave the Commission through
an audit of a companyrsquos financial statements and making a whistleblower submission
would be contrary to requirements of Section 10A of the Exchange Act (15 USC 78j-a)
(5) You are the spouse parent child or sibling of a member or employee of the
Commission or you reside in the same household as a member or employee of the
Commission
(6) You acquired the original information you gave the Commission from a
person
(i) Who is subject to paragraph (c)(4) of this section unless the information is
not excluded from that personrsquos use or you are providing the Commission with
information about possible violations involving that person or
(ii) With the intent to evade any provision of these rules or
(7) In your whistleblower submission your other dealings with the Commission
or your dealings with another authority in connection with a related action you
knowingly and willfully make any false fictitious or fraudulent statement or
representation or use any false writing or document knowing that it contains any false
fictitious or fraudulent statement or entry with intent to mislead or otherwise hinder
the Commission or another authority
sect 24021F-9 Procedures for submitting original information
(a) To be considered a whistleblower under Section 21F of the Exchange Act (15
USC 78u-6(h)) you must submit your information about a possible securities law
violation by either of these methods
(1) Online through the Commissionrsquos website located at wwwsecgov or
(2) By mailing or faxing a Form TCR (Tip Complaint or Referral) (referenced in
sect 2491800 of this chapter) to the SEC Office of the Whistleblower 100 F Street NE
Washington DC 20549-5631 Fax (703) 813-9322
(b) Further to be eligible for an award you must declare under penalty of perjury
at the time you submit your information pursuant to paragraph (a)(1) or (2) of this
section that your information is true and correct to the best of your knowledge and
belief
(c) Notwithstanding paragraphs (a) and (b) of this section if you are providing
your original information to the Commission anonymously then your attorney must
submit your information on your behalf pursuant to the procedures specified in
paragraph (a) of this section Prior to your attorneys submission you must provide
your attorney with a completed Form TCR (referenced in sect2491800 of this chapter)
that you have signed under penalty of perjury When your attorney makes her
submission on your behalf your attorney will be required to certify that he or she
(1) Has verified your identity
(2) Has reviewed your completed and signed Form TCR (referenced in sect2491800
of this chapter) for completeness and accuracy and that the information contained
therein is true correct and complete to the best of the attorneys knowledge
information and belief
(3) Has obtained your non-waivable consent to provide the Commission with
your original completed and signed Form TCR (referenced in sect2491800 of this chapter)
in the event that the Commission requests it due to concerns that you may have
knowingly and willfully made false fictitious or fraudulent statements or
representations or used any false writing or document knowing that the writing or
document contains any false fictitious or fraudulent statement or entry and
(4) Consents to be legally obligated to provide the signed Form TCR (referenced
in sect2491800 of this chapter) within seven (7) calendar days of receiving such request
from the Commission
(d) If you submitted original information in writing to the Commission after July
21 2010 (the date of enactment of the Dodd-Frank Wall Street Reform and Consumer
Protection Act) but before the effective date of these rules your submission will be
deemed to satisfy the requirements set forth in paragraphs (a) and (b) of this section If
you were an anonymous whistleblower however you must provide your attorney with a
completed and signed copy of Form TCR (referenced in sect2491800 of this chapter)
within 60 days of the effective date of these rules your attorney must retain the signed
form in his or her records and you must provide of copy of the signed form to the
Commission staff upon request by Commission staff prior to any payment of an award
to you in connection with your submission Notwithstanding the foregoing you must
follow the procedures and conditions for making a claim for a whistleblower award
described in sectsect 24021F-10 and 24021F-11 of this chapter
sect 24021F-10 Procedures for making a claim for a whistleblower
award in SEC actions that result in monetary sanctions in excess of
$1000000
(a) Whenever a Commission action results in monetary sanctions totaling more
than $1000000 the Office of the Whistleblower will cause to be published on the
Commissionrsquos website a ldquoNotice of Covered Actionrdquo Such Notice will be published
subsequent to the entry of a final judgment or order that alone or collectively with other
judgments or orders previously entered in the Commission action exceeds $1000000
or in the absence of such judgment or order subsequent to the deposit of monetary
sanctions exceeding $1000000 into a disgorgement or other fund pursuant to Section
308(b) of the Sarbanes-Oxley Act of 2002 A claimant will have ninety (90) days from
the date of the Notice of Covered Action to file a claim for an award based on that action
or the claim will be barred
(b) To file a claim for a whistleblower award you must file Form WB-APP
Application for Award for Original Information Provided Pursuant to Section 21F of
the Securities Exchange Act of 1934 (referenced in sect 2491801 of this chapter) You
must sign this form as the claimant and submit it to the Office of the Whistleblower by
mail or fax All claim forms including any attachments must be received by the Office
of the Whistleblower within ninety (90) calendar days of the date of the Notice of
Covered Action in order to be considered for an award
(c) If you provided your original information to the Commission anonymously
you must disclose your identity on the Form WB-APP (referenced in sect 2491801 of this
chapter) and your identity must be verified in a form and manner that is acceptable to
the Office of the Whistleblower prior to the payment of any award
(d) Once the time for filing any appeals of the Commissionrsquos judicial or
administrative action has expired or where an appeal has been filed after all appeals in
the action have been concluded the staff designated by the Director of the Division of
Enforcement (ldquoClaims Review Staffrdquo) will evaluate all timely whistleblower award claims
submitted on Form WB-APP (referenced in sect 2491801 of this chapter) in accordance
with the criteria set forth in these rules In connection with this process the Office of
the Whistleblower may require that you provide additional information relating to your
eligibility for an award or satisfaction of any of the conditions for an award as set forth
in sect 24021F-(8)(b) of this chapter Following that evaluation the Office of the
Whistleblower will send you a Preliminary Determination setting forth a preliminary
assessment as to whether the claim should be allowed or denied and if allowed setting
forth the proposed award percentage amount
(e) You may contest the Preliminary Determination made by the Claims Review
Staff by submitting a written response to the Office of the Whistleblower setting forth
the grounds for your objection to either the denial of an award or the proposed amount
of an award The response must be in the form and manner that the Office of the
Whistleblower shall require You may also include documentation or other evidentiary
support for the grounds advanced in your response
(1) Before determining whether to contest a Preliminary Determination you
may
(i) Within thirty (30) days of the date of the Preliminary Determination request
that the Office of the Whistleblower make available for your review the materials from
among those set forth in sect 24021F-12(a) of this chapter that formed the basis of the
Claims Review Staffrsquos Preliminary Determination
(ii) Within thirty (30) calendar days of the date of the Preliminary
Determination request a meeting with the Office of the Whistleblower however such
meetings are not required and the office may in its sole discretion decline the request
(2) If you decide to contest the Preliminary Determination you must submit
your written response and supporting materials within sixty (60) calendar days of the
date of the Preliminary Determination or if a request to review materials is made
pursuant to paragraph (e)(1) of this section then within sixty (60) calendar days of the
Office of the Whistleblower making those materials available for your review
(f) If you fail to submit a timely response pursuant to paragraph (e) of this
section then the Preliminary Determination will become the Final Order of the
Commission (except where the Preliminary Determination recommended an award in
which case the Preliminary Determination will be deemed a Proposed Final
Determination for purposes of paragraph (h) of this section) Your failure to submit a
timely response contesting a Preliminary Determination will constitute a failure to
exhaust administrative remedies and you will be prohibited from pursuing an appeal
pursuant to sect 24021F-13 of this chapter
(g) If you submit a timely response pursuant to paragraph (e) of this section
then the Claims Review Staff will consider the issues and grounds advanced in your
response along with any supporting documentation you provided and will make its
Proposed Final Determination
(h) The Office of the Whistleblower will then notify the Commission of each
Proposed Final Determination Within thirty 30 days thereafter any Commissioner
may request that the Proposed Final Determination be reviewed by the Commission If
no Commissioner requests such a review within the 30-day period then the Proposed
Final Determination will become the Final Order of the Commission In the event a
Commissioner requests a review the Commission will review the record that the staff
relied upon in making its determinations including your previous submissions to the
Office of the Whistleblower and issue its Final Order
(i) The Office of the Whistleblower will provide you with the Final Order of the
Commission
sect 24021F-11 Procedures for determining awards based upon a related
action (a) If you are eligible to receive an award following a Commission action
that results in monetary sanctions totaling more than $1000000 you also may be
eligible to receive an award based on the monetary sanctions that are collected from a
related action (as defined in sect 24021F-3 of this chapter)
(b) You must also use Form WB-APP (referenced in sect 2491801 of this chapter)
to submit a claim for an award in a related action You must sign this form as the
claimant and submit it to the Office of the Whistleblower by mail or fax as follows
(1) If a final order imposing monetary sanctions has been entered in a related
action at the time you submit your claim for an award in connection with a Commission
action you must submit your claim for an award in that related action on the same
Form WB-APP (referenced in sect 2491801 of this chapter) that you use for the
Commission action
(2) If a final order imposing monetary sanctions in a related action has not been
entered at the time you submit your claim for an award in connection with a
Commission action you must submit your claim on Form WB-APP (referenced in sect
2491801 of this chapter) within ninety (90) days of the issuance of a final order
imposing sanctions in the related action
(c) The Office of the Whistleblower may request additional information from you
in connection with your claim for an award in a related action to demonstrate that you
directly (or through the Commission) voluntarily provided the governmental agency
regulatory authority or self-regulatory organization the same original information that
led to the Commissionrsquos successful covered action and that this information led to the
successful enforcement of the related action The Office of the Whistleblower may in its
discretion seek assistance and confirmation from the other agency in making this
determination
(d) Once the time for filing any appeals of the final judgment or order in a related
action has expired or if an appeal has been filed after all appeals in the action have
been concluded the Claims Review Staff will evaluate all timely whistleblower award
claims submitted on Form WB-APP (referenced in sect 2491801 of this chapter) in
connection with the related action The evaluation will be undertaken pursuant to the
criteria set forth in these rules In connection with this process the Office of the
Whistleblower may require that you provide additional information relating to your
eligibility for an award or satisfaction of any of the conditions for an award as set forth
in sect 24021F-(8)(b) of this chapter Following this evaluation the Office of the
Whistleblower will send you a Preliminary Determination setting forth a preliminary
assessment as to whether the claim should be allowed or denied and if allowed setting
forth the proposed award percentage amount
(e) You may contest the Preliminary Determination made by the Claims Review
Staff by submitting a written response to the Office of the Whistleblower setting forth
the grounds for your objection to either the denial of an award or the proposed amount
of an award The response must be in the form and manner that the Office of the
Whistleblower shall require You may also include documentation or other evidentiary
support for the grounds advanced in your response
(1) Before determining whether to contest a Preliminary Determination you
may
(i) Within thirty (30) days of the date of the Preliminary Determination request
that the Office of the Whistleblower make available for your review the materials from
among those set forth in sect 24021F-12(a) of this chapter that formed the basis of the
Claims Review Staffrsquos Preliminary Determination
(ii) Within thirty (30) days of the date of the Preliminary Determination request
a meeting with the Office of the Whistleblower however such meetings are not required
and the office may in its sole discretion decline the request
(2) If you decide to contest the Preliminary Determination you must submit
your written response and supporting materials within sixty (60) calendar days of the
date of the Preliminary Determination or if a request to review materials is made
pursuant to paragraph (e)(1)(i) of this section then within sixty (60) calendar days of
the Office of the Whistleblower making those materials available for your review
(f) If you fail to submit a timely response pursuant to paragraph (e) of this
section then the Preliminary Determination will become the Final Order of the
Commission (except where the Preliminary Determination recommended an award in
which case the Preliminary Determination will be deemed a Proposed Final
Determination for purposes of paragraph (h) of this section) Your failure to submit a
timely response contesting a Preliminary Determination will constitute a failure to
exhaust administrative remedies and you will be prohibited from pursuing an appeal
pursuant to sect 24021F-13 of this chapter
(g) If you submit a timely response pursuant to paragraph (e) of this section
then the Claims Review Staff will consider the issues and grounds that you advanced in
your response along with any supporting documentation you provided and will make
its Proposed Final Determination
(h) The Office of the Whistleblower will notify the Commission of each Proposed
Final Determination Within thirty 30 days thereafter any Commissioner may request
that the Proposed Final Determination be reviewed by the Commission If no
Commissioner requests such a review within the 30-day period then the Proposed Final
Determination will become the Final Order of the Commission In the event a
Commissioner requests a review the Commission will review the record that the staff
relied upon in making its determinations including your previous submissions to the
Office of the Whistleblower and issue its Final Order
(i) The Office of the Whistleblower will provide you with the Final Order of the
Commission
sect 24021F-12 Materials that may form the basis of an award determination
and that may comprise the record on appeal
(a) The following items constitute the materials that the Commission and the
Claims Review Staff may rely upon to make an award determination pursuant to sectsect
24021F-10 and 24021F-11 of this chapter
(1) Any publicly available materials from the covered action or related action
including
(i) The complaint notice of hearing answers and any amendments thereto
(ii) The final judgment consent order or final administrative order
(iii) Any transcripts of the proceedings including any exhibits
(iv) Any items that appear on the docket and
(v) Any appellate decisions or orders
(2) The whistleblowerrsquos Form TCR (referenced in sect2491800 of this chapter)
including attachments and other related materials provided by the whistleblower to
assist the Commission with the investigation or examination
(3) The whistleblowerrsquos Form WB-APP (referenced in sect2491800 of this chapter)
including attachments and any other filings or submissions from the whistleblower in
support of the award application
(4) Sworn declarations (including attachments) from the Commission staff
regarding any matters relevant to the award determination
(5) With respect to an award claim involving a related action any statements or
other information that the entity provides or identifies in connection with an award
determination provided the entity has authorized the Commission to share the
information with the claimant (Neither the Commission nor the Claims Review Staff
may rely upon information that the entity has not authorized the Commission to share
with the claimant) and
(6) Any other documents or materials including sworn declarations from third-
parties that are received or obtained by the Office of the Whistleblower to assist the
Commission resolve the claimantrsquos award application including information related to
the claimantrsquos eligibility (Neither the Commission nor the Claims Review Staff may rely
upon information that the entity has not authorized the Commission to share with the
claimant)
(b) These rules do not entitle claimants to obtain from the Commission any
materials (including any pre-decisional or internal deliberative process materials that
are prepared exclusively to assist the Commission in deciding the claim) other than
those listed in paragraph (a) of this section Moreover the Office of the Whistleblower
may make redactions as necessary to comply with any statutory restrictions to protect
the Commissionrsquos law enforcement and regulatory functions and to comply with
requests for confidential treatment from other law enforcement and regulatory
authorities The Office of the Whistleblower may also require you to sign a
confidentiality agreement as set forth in sect 24021F-(8)(b)(4) of this chapter before
providing these materials
sect 24021F-13 Appeals
(a) Section 21F of the Exchange Act (15 USC 78u-6) commits determinations of
whether to whom and in what amount to make awards to the Commissionrsquos discretion
A determination of whether or to whom to make an award may be appealed within 30
days after the Commission issues its final decision to the United States Court of Appeals
for the District of Columbia Circuit or to the circuit where the aggrieved person resides
or has his principal place of business Where the Commission makes an award based on
the factors set forth in sect 24021F-6 of this chapter of not less than 10 percent and not
more than 30 percent of the monetary sanctions collected in the Commission or related
action the Commissionrsquos determination regarding the amount of an award (including
the allocation of an award as between multiple whistleblowers and any factual findings
legal conclusions policy judgments or discretionary assessments involving the
Commissionrsquos consideration of the factors in sect 24021F-6 of this chapter) is not
appealable
(b) The record on appeal shall consist of the Preliminary Determination the
Final Order of the Commission and any other items from those set forth in sect 24021F-
12(a) of this chapter that either the claimant or the Commission identifies for inclusion
in the record The record on appeal shall not include any pre-decisional or internal
deliberative process materials that are prepared exclusively to assist the Commission in
deciding the claim (including the staffs Draft Final Determination in the event that the
Commissioners reviewed the claim and issued the Final Order)
sect 24021F- 14 Procedures applicable to the payment of awards
(a) Any award made pursuant to these rules will be paid from the Securities and
Exchange Commission Investor Protection Fund (the ldquoFundrdquo)
(b) A recipient of a whistleblower award is entitled to payment on the award only
to the extent that a monetary sanction is collected in the Commission action or in a
related action upon which the award is based
(c) Payment of a whistleblower award for a monetary sanction collected in a
Commission action or related action shall be made following the later of
(1) The date on which the monetary sanction is collected or
(2) The completion of the appeals process for all whistleblower award claims
arising from
(i) The Notice of Covered Action in the case of any payment of an award for a
monetary sanction collected in a Commission action or
(ii) The related action in the case of any payment of an award for a monetary
sanction collected in a related action
(d) If there are insufficient amounts available in the Fund to pay the entire
amount of an award payment within a reasonable period of time from the time for
payment specified by paragraph (c) of this section then subject to the following terms
the balance of the payment shall be paid when amounts become available in the Fund
as follows
(1) Where multiple whistleblowers are owed payments from the Fund based on
awards that do not arise from the same Notice of Covered Action (or related action)
priority in making these payments will be determined based upon the date that the
collections for which the whistleblowers are owed payments occurred If two or more of
these collections occur on the same date those whistleblowers owed payments based on
these collections will be paid on a pro rata basis until sufficient amounts become
available in the Fund to pay their entire payments
(2) Where multiple whistleblowers are owed payments from the Fund based on
awards that arise from the same Notice of Covered Action (or related action) they will
share the same payment priority and will be paid on a pro rata basis until sufficient
amounts become available in the Fund to pay their entire payments
sect 24021F-15 No amnesty
The Securities Whistleblower Incentives and Protection provisions do not provide
amnesty to individuals who provide information to the Commission The fact that you
may become a whistleblower and assist in Commission investigations and enforcement
actions does not preclude the Commission from bringing an action against you based
upon your own conduct in connection with violations of the federal securities laws If
such an action is determined to be appropriate however the Commission will take your
cooperation into consideration in accordance with its Policy Statement Concerning
Cooperation by Individuals in Investigations and Related Enforcement Actions (17 CFR
sect 20212)
sect 24021F-16 Awards to whistleblowers who engage in culpable conduct
In determining whether the required $1000000 threshold has been satisfied
(this threshold is further explained in sect 24021F-10 of this chapter) for purposes of
making any award the Commission will not take into account any monetary sanctions
that the whistleblower is ordered to pay or that are ordered against any entity whose
liability is based substantially on conduct that the whistleblower directed planned or
initiated Similarly if the Commission determines that a whistleblower is eligible for an
award any amounts that the whistleblower or such an entity pay in sanctions as a result
of the action or related actions will not be included within the calculation of the amounts
collected for purposes of making payments
sect 24021F-17 Staff communications with individuals reporting possible
securities law violations
(a) No person may take any action to impede an individual from communicating
directly with the Commission staff about a possible securities law violation including
enforcing or threatening to enforce a confidentiality agreement (other than agreements
dealing with information covered by sect 24021F-4(b)(4)(i) and sect 24021F-4(b)(4)(ii) of
this chapter related to the legal representation of a client) with respect to such
communications
(b) If you are a director officer member agent or employee of an entity that has
counsel and you have initiated communication with the Commission relating to a
possible securities law violation the staff is authorized to communicate directly with you
regarding the possible securities law violation without seeking the consent of the entityrsquos
counsel
(4) Participation in internal compliance systems The Commission will assess
whether and the extent to which the whistleblower and any legal representative of the
whistleblower participated in internal compliance systems In considering this factor
the Commission may take into account among other things
(i) Whether and the extent to which a whistleblower reported the possible
securities violations through internal whistleblower legal or compliance procedures
before or at the same time as reporting them to the Commission and
(ii) Whether and the extent to which a whistleblower assisted any internal
investigation or inquiry concerning the reported securities violations
(b) Factors that may decrease the amount of a whistleblowerrsquos award In
determining whether to decrease the amount of an award the Commission will consider
the following factors which are not listed in order of importance
(1) Culpability The Commission will assess the culpability or involvement of the
whistleblower in matters associated with the Commissionrsquos action or related actions In
considering this factor the Commission may take into account among other things
(i) The whistleblowerrsquos role in the securities violations
(ii) The whistleblowerrsquos education training experience and position of
responsibility at the time the violations occurred
(iii) Whether the whistleblower acted with scienter both generally and in
relation to others who participated in the violations
(iv) Whether the whistleblower financially benefitted from the violations
(v) Whether the whistleblower is a recidivist
(vi) The egregiousness of the underlying fraud committed by the whistleblower
and
(vii) Whether the whistleblower knowingly interfered with the Commissionrsquos
investigation of the violations or related enforcement actions
(2) Unreasonable reporting delay The Commission will assess whether the
whistleblower unreasonably delayed reporting the securities violations In considering
this factor the Commission may take into account among other things
(i) Whether the whistleblower was aware of the relevant facts but failed to take
reasonable steps to report or prevent the violations from occurring or continuing
(ii) Whether the whistleblower was aware of the relevant facts but only reported
them after learning about a related inquiry investigation or enforcement action and
(iii) Whether there was a legitimate reason for the whistleblower to delay
reporting the violations
(3) Interference with internal compliance and reporting systems The
Commission will assess in cases where the whistleblower interacted with his or her
entityrsquos internal compliance or reporting system whether the whistleblower
undermined the integrity of such system In considering this factor the Commission
will take into account whether there is evidence provided to the Commission that the
whistleblower knowingly
(i) Interfered with an entityrsquos established legal compliance or audit procedures
to prevent or delay detection of the reported securities violation
(ii) Made any material false fictitious or fraudulent statements or
representations that hindered an entityrsquos efforts to detect investigate or remediate the
reported securities violations and
(iii) Provided any false writing or document knowing the writing or document
contained any false fictitious or fraudulent statements or entries that hindered an
entityrsquos efforts to detect investigate or remediate the reported securities violations
sect 24021F-7 Confidentiality of submissions
(a) Section 21F(h)(2) of the Exchange Act (15 USC 78u-6(h)(2)) requires that
the Commission not disclose information that could reasonably be expected to reveal
the identity of a whistleblower except that the Commission may disclose such
information in the following circumstances
(1) When disclosure is required to a defendant or respondent in connection with
a federal court or administrative action that the Commission files or in another public
action or proceeding that is filed by an authority to which we provide the information as
described below
(2) When the Commission determines that it is necessary to accomplish the
purposes of the Exchange Act (15 USC 78a) and to protect investors it may provide
your information to the Department of Justice an appropriate regulatory authority a
self regulatory organization a state attorney general in connection with a criminal
investigation any appropriate state regulatory authority the Public Company
Accounting Oversight Board or foreign securities and law enforcement authorities
Each of these entities other than foreign securities and law enforcement authorities is
subject to the confidentiality requirements set forth in Section 21F(h) of the Exchange
Act (15 USC 78u-6(h)) The Commission will determine what assurances of
confidentiality it deems appropriate in providing such information to foreign securities
and law enforcement authorities
(3) The Commission may make disclosures in accordance with the Privacy Act of
1974 (5 USC 552a)
(b) You may submit information to the Commission anonymously If you do so
however you must also do the following
(1) You must have an attorney represent you in connection with both your
submission of information and your claim for an award and your attorneyrsquos name and
contact information must be provided to the Commission at the time you submit your
information
(2) You and your attorney must follow the procedures set forth in sect 24021F-9 of
this chapter for submitting original information anonymously and
(3) Before the Commission will pay any award to you you must disclose your
identity to the Commission and your identity must be verified by the Commission as set
forth in sect 24021F-10 of this chapter
sect 24021F-8 Eligibility
(a) To be eligible for a whistleblower award you must give the Commission
information in the form and manner that the Commission requires The procedures for
submitting information and making a claim for an award are described in sect 24021F-9
through sect 24021F-11 of this chapter You should read these procedures carefully
because you need to follow them in order to be eligible for an award except that the
Commission may in its sole discretion waive any of these procedures based upon a
showing of extraordinary circumstances
(b) In addition to any forms required by these rules the Commission may also
require that you provide certain additional information You may be required to
(1) Provide explanations and other assistance in order that the staff may evaluate
and use the information that you submitted
(2) Provide all additional information in your possession that is related to the
subject matter of your submission in a complete and truthful manner through follow-up
meetings or in other forms that our staff may agree to
(3) Provide testimony or other evidence acceptable to the staff relating to
whether you are eligible or otherwise satisfy any of the conditions for an award and
(4) Enter into a confidentiality agreement in a form acceptable to the Office of
the Whistleblower covering any non-public information that the Commission provides
to you and including a provision that a violation of the agreement may lead to your
ineligibility to receive an award
(c) You are not eligible to be considered for an award if you do not satisfy the
requirements of paragraphs (a) and (b) of this section In addition you are not eligible
if
(1) You are or were at the time you acquired the original information provided to
the Commission a member officer or employee of the Commission the Department of
Justice an appropriate regulatory agency a self-regulatory organization the Public
Company Accounting Oversight Board or any law enforcement organization
(2) You are or were at the time you acquired the original information provided
to the Commission a member officer or employee of a foreign government any
political subdivision department agency or instrumentality of a foreign government or
any other foreign financial regulatory authority as that term is defined in Section
3(a)(52) of the Exchange Act (15 USC 78c(a)(52))
(3) You are convicted of a criminal violation that is related to the Commission
action or to a related action (as defined in sect 24021F-4 of this chapter) for which you
otherwise could receive an award
(4) You obtained the original information that you gave the Commission through
an audit of a companyrsquos financial statements and making a whistleblower submission
would be contrary to requirements of Section 10A of the Exchange Act (15 USC 78j-a)
(5) You are the spouse parent child or sibling of a member or employee of the
Commission or you reside in the same household as a member or employee of the
Commission
(6) You acquired the original information you gave the Commission from a
person
(i) Who is subject to paragraph (c)(4) of this section unless the information is
not excluded from that personrsquos use or you are providing the Commission with
information about possible violations involving that person or
(ii) With the intent to evade any provision of these rules or
(7) In your whistleblower submission your other dealings with the Commission
or your dealings with another authority in connection with a related action you
knowingly and willfully make any false fictitious or fraudulent statement or
representation or use any false writing or document knowing that it contains any false
fictitious or fraudulent statement or entry with intent to mislead or otherwise hinder
the Commission or another authority
sect 24021F-9 Procedures for submitting original information
(a) To be considered a whistleblower under Section 21F of the Exchange Act (15
USC 78u-6(h)) you must submit your information about a possible securities law
violation by either of these methods
(1) Online through the Commissionrsquos website located at wwwsecgov or
(2) By mailing or faxing a Form TCR (Tip Complaint or Referral) (referenced in
sect 2491800 of this chapter) to the SEC Office of the Whistleblower 100 F Street NE
Washington DC 20549-5631 Fax (703) 813-9322
(b) Further to be eligible for an award you must declare under penalty of perjury
at the time you submit your information pursuant to paragraph (a)(1) or (2) of this
section that your information is true and correct to the best of your knowledge and
belief
(c) Notwithstanding paragraphs (a) and (b) of this section if you are providing
your original information to the Commission anonymously then your attorney must
submit your information on your behalf pursuant to the procedures specified in
paragraph (a) of this section Prior to your attorneys submission you must provide
your attorney with a completed Form TCR (referenced in sect2491800 of this chapter)
that you have signed under penalty of perjury When your attorney makes her
submission on your behalf your attorney will be required to certify that he or she
(1) Has verified your identity
(2) Has reviewed your completed and signed Form TCR (referenced in sect2491800
of this chapter) for completeness and accuracy and that the information contained
therein is true correct and complete to the best of the attorneys knowledge
information and belief
(3) Has obtained your non-waivable consent to provide the Commission with
your original completed and signed Form TCR (referenced in sect2491800 of this chapter)
in the event that the Commission requests it due to concerns that you may have
knowingly and willfully made false fictitious or fraudulent statements or
representations or used any false writing or document knowing that the writing or
document contains any false fictitious or fraudulent statement or entry and
(4) Consents to be legally obligated to provide the signed Form TCR (referenced
in sect2491800 of this chapter) within seven (7) calendar days of receiving such request
from the Commission
(d) If you submitted original information in writing to the Commission after July
21 2010 (the date of enactment of the Dodd-Frank Wall Street Reform and Consumer
Protection Act) but before the effective date of these rules your submission will be
deemed to satisfy the requirements set forth in paragraphs (a) and (b) of this section If
you were an anonymous whistleblower however you must provide your attorney with a
completed and signed copy of Form TCR (referenced in sect2491800 of this chapter)
within 60 days of the effective date of these rules your attorney must retain the signed
form in his or her records and you must provide of copy of the signed form to the
Commission staff upon request by Commission staff prior to any payment of an award
to you in connection with your submission Notwithstanding the foregoing you must
follow the procedures and conditions for making a claim for a whistleblower award
described in sectsect 24021F-10 and 24021F-11 of this chapter
sect 24021F-10 Procedures for making a claim for a whistleblower
award in SEC actions that result in monetary sanctions in excess of
$1000000
(a) Whenever a Commission action results in monetary sanctions totaling more
than $1000000 the Office of the Whistleblower will cause to be published on the
Commissionrsquos website a ldquoNotice of Covered Actionrdquo Such Notice will be published
subsequent to the entry of a final judgment or order that alone or collectively with other
judgments or orders previously entered in the Commission action exceeds $1000000
or in the absence of such judgment or order subsequent to the deposit of monetary
sanctions exceeding $1000000 into a disgorgement or other fund pursuant to Section
308(b) of the Sarbanes-Oxley Act of 2002 A claimant will have ninety (90) days from
the date of the Notice of Covered Action to file a claim for an award based on that action
or the claim will be barred
(b) To file a claim for a whistleblower award you must file Form WB-APP
Application for Award for Original Information Provided Pursuant to Section 21F of
the Securities Exchange Act of 1934 (referenced in sect 2491801 of this chapter) You
must sign this form as the claimant and submit it to the Office of the Whistleblower by
mail or fax All claim forms including any attachments must be received by the Office
of the Whistleblower within ninety (90) calendar days of the date of the Notice of
Covered Action in order to be considered for an award
(c) If you provided your original information to the Commission anonymously
you must disclose your identity on the Form WB-APP (referenced in sect 2491801 of this
chapter) and your identity must be verified in a form and manner that is acceptable to
the Office of the Whistleblower prior to the payment of any award
(d) Once the time for filing any appeals of the Commissionrsquos judicial or
administrative action has expired or where an appeal has been filed after all appeals in
the action have been concluded the staff designated by the Director of the Division of
Enforcement (ldquoClaims Review Staffrdquo) will evaluate all timely whistleblower award claims
submitted on Form WB-APP (referenced in sect 2491801 of this chapter) in accordance
with the criteria set forth in these rules In connection with this process the Office of
the Whistleblower may require that you provide additional information relating to your
eligibility for an award or satisfaction of any of the conditions for an award as set forth
in sect 24021F-(8)(b) of this chapter Following that evaluation the Office of the
Whistleblower will send you a Preliminary Determination setting forth a preliminary
assessment as to whether the claim should be allowed or denied and if allowed setting
forth the proposed award percentage amount
(e) You may contest the Preliminary Determination made by the Claims Review
Staff by submitting a written response to the Office of the Whistleblower setting forth
the grounds for your objection to either the denial of an award or the proposed amount
of an award The response must be in the form and manner that the Office of the
Whistleblower shall require You may also include documentation or other evidentiary
support for the grounds advanced in your response
(1) Before determining whether to contest a Preliminary Determination you
may
(i) Within thirty (30) days of the date of the Preliminary Determination request
that the Office of the Whistleblower make available for your review the materials from
among those set forth in sect 24021F-12(a) of this chapter that formed the basis of the
Claims Review Staffrsquos Preliminary Determination
(ii) Within thirty (30) calendar days of the date of the Preliminary
Determination request a meeting with the Office of the Whistleblower however such
meetings are not required and the office may in its sole discretion decline the request
(2) If you decide to contest the Preliminary Determination you must submit
your written response and supporting materials within sixty (60) calendar days of the
date of the Preliminary Determination or if a request to review materials is made
pursuant to paragraph (e)(1) of this section then within sixty (60) calendar days of the
Office of the Whistleblower making those materials available for your review
(f) If you fail to submit a timely response pursuant to paragraph (e) of this
section then the Preliminary Determination will become the Final Order of the
Commission (except where the Preliminary Determination recommended an award in
which case the Preliminary Determination will be deemed a Proposed Final
Determination for purposes of paragraph (h) of this section) Your failure to submit a
timely response contesting a Preliminary Determination will constitute a failure to
exhaust administrative remedies and you will be prohibited from pursuing an appeal
pursuant to sect 24021F-13 of this chapter
(g) If you submit a timely response pursuant to paragraph (e) of this section
then the Claims Review Staff will consider the issues and grounds advanced in your
response along with any supporting documentation you provided and will make its
Proposed Final Determination
(h) The Office of the Whistleblower will then notify the Commission of each
Proposed Final Determination Within thirty 30 days thereafter any Commissioner
may request that the Proposed Final Determination be reviewed by the Commission If
no Commissioner requests such a review within the 30-day period then the Proposed
Final Determination will become the Final Order of the Commission In the event a
Commissioner requests a review the Commission will review the record that the staff
relied upon in making its determinations including your previous submissions to the
Office of the Whistleblower and issue its Final Order
(i) The Office of the Whistleblower will provide you with the Final Order of the
Commission
sect 24021F-11 Procedures for determining awards based upon a related
action (a) If you are eligible to receive an award following a Commission action
that results in monetary sanctions totaling more than $1000000 you also may be
eligible to receive an award based on the monetary sanctions that are collected from a
related action (as defined in sect 24021F-3 of this chapter)
(b) You must also use Form WB-APP (referenced in sect 2491801 of this chapter)
to submit a claim for an award in a related action You must sign this form as the
claimant and submit it to the Office of the Whistleblower by mail or fax as follows
(1) If a final order imposing monetary sanctions has been entered in a related
action at the time you submit your claim for an award in connection with a Commission
action you must submit your claim for an award in that related action on the same
Form WB-APP (referenced in sect 2491801 of this chapter) that you use for the
Commission action
(2) If a final order imposing monetary sanctions in a related action has not been
entered at the time you submit your claim for an award in connection with a
Commission action you must submit your claim on Form WB-APP (referenced in sect
2491801 of this chapter) within ninety (90) days of the issuance of a final order
imposing sanctions in the related action
(c) The Office of the Whistleblower may request additional information from you
in connection with your claim for an award in a related action to demonstrate that you
directly (or through the Commission) voluntarily provided the governmental agency
regulatory authority or self-regulatory organization the same original information that
led to the Commissionrsquos successful covered action and that this information led to the
successful enforcement of the related action The Office of the Whistleblower may in its
discretion seek assistance and confirmation from the other agency in making this
determination
(d) Once the time for filing any appeals of the final judgment or order in a related
action has expired or if an appeal has been filed after all appeals in the action have
been concluded the Claims Review Staff will evaluate all timely whistleblower award
claims submitted on Form WB-APP (referenced in sect 2491801 of this chapter) in
connection with the related action The evaluation will be undertaken pursuant to the
criteria set forth in these rules In connection with this process the Office of the
Whistleblower may require that you provide additional information relating to your
eligibility for an award or satisfaction of any of the conditions for an award as set forth
in sect 24021F-(8)(b) of this chapter Following this evaluation the Office of the
Whistleblower will send you a Preliminary Determination setting forth a preliminary
assessment as to whether the claim should be allowed or denied and if allowed setting
forth the proposed award percentage amount
(e) You may contest the Preliminary Determination made by the Claims Review
Staff by submitting a written response to the Office of the Whistleblower setting forth
the grounds for your objection to either the denial of an award or the proposed amount
of an award The response must be in the form and manner that the Office of the
Whistleblower shall require You may also include documentation or other evidentiary
support for the grounds advanced in your response
(1) Before determining whether to contest a Preliminary Determination you
may
(i) Within thirty (30) days of the date of the Preliminary Determination request
that the Office of the Whistleblower make available for your review the materials from
among those set forth in sect 24021F-12(a) of this chapter that formed the basis of the
Claims Review Staffrsquos Preliminary Determination
(ii) Within thirty (30) days of the date of the Preliminary Determination request
a meeting with the Office of the Whistleblower however such meetings are not required
and the office may in its sole discretion decline the request
(2) If you decide to contest the Preliminary Determination you must submit
your written response and supporting materials within sixty (60) calendar days of the
date of the Preliminary Determination or if a request to review materials is made
pursuant to paragraph (e)(1)(i) of this section then within sixty (60) calendar days of
the Office of the Whistleblower making those materials available for your review
(f) If you fail to submit a timely response pursuant to paragraph (e) of this
section then the Preliminary Determination will become the Final Order of the
Commission (except where the Preliminary Determination recommended an award in
which case the Preliminary Determination will be deemed a Proposed Final
Determination for purposes of paragraph (h) of this section) Your failure to submit a
timely response contesting a Preliminary Determination will constitute a failure to
exhaust administrative remedies and you will be prohibited from pursuing an appeal
pursuant to sect 24021F-13 of this chapter
(g) If you submit a timely response pursuant to paragraph (e) of this section
then the Claims Review Staff will consider the issues and grounds that you advanced in
your response along with any supporting documentation you provided and will make
its Proposed Final Determination
(h) The Office of the Whistleblower will notify the Commission of each Proposed
Final Determination Within thirty 30 days thereafter any Commissioner may request
that the Proposed Final Determination be reviewed by the Commission If no
Commissioner requests such a review within the 30-day period then the Proposed Final
Determination will become the Final Order of the Commission In the event a
Commissioner requests a review the Commission will review the record that the staff
relied upon in making its determinations including your previous submissions to the
Office of the Whistleblower and issue its Final Order
(i) The Office of the Whistleblower will provide you with the Final Order of the
Commission
sect 24021F-12 Materials that may form the basis of an award determination
and that may comprise the record on appeal
(a) The following items constitute the materials that the Commission and the
Claims Review Staff may rely upon to make an award determination pursuant to sectsect
24021F-10 and 24021F-11 of this chapter
(1) Any publicly available materials from the covered action or related action
including
(i) The complaint notice of hearing answers and any amendments thereto
(ii) The final judgment consent order or final administrative order
(iii) Any transcripts of the proceedings including any exhibits
(iv) Any items that appear on the docket and
(v) Any appellate decisions or orders
(2) The whistleblowerrsquos Form TCR (referenced in sect2491800 of this chapter)
including attachments and other related materials provided by the whistleblower to
assist the Commission with the investigation or examination
(3) The whistleblowerrsquos Form WB-APP (referenced in sect2491800 of this chapter)
including attachments and any other filings or submissions from the whistleblower in
support of the award application
(4) Sworn declarations (including attachments) from the Commission staff
regarding any matters relevant to the award determination
(5) With respect to an award claim involving a related action any statements or
other information that the entity provides or identifies in connection with an award
determination provided the entity has authorized the Commission to share the
information with the claimant (Neither the Commission nor the Claims Review Staff
may rely upon information that the entity has not authorized the Commission to share
with the claimant) and
(6) Any other documents or materials including sworn declarations from third-
parties that are received or obtained by the Office of the Whistleblower to assist the
Commission resolve the claimantrsquos award application including information related to
the claimantrsquos eligibility (Neither the Commission nor the Claims Review Staff may rely
upon information that the entity has not authorized the Commission to share with the
claimant)
(b) These rules do not entitle claimants to obtain from the Commission any
materials (including any pre-decisional or internal deliberative process materials that
are prepared exclusively to assist the Commission in deciding the claim) other than
those listed in paragraph (a) of this section Moreover the Office of the Whistleblower
may make redactions as necessary to comply with any statutory restrictions to protect
the Commissionrsquos law enforcement and regulatory functions and to comply with
requests for confidential treatment from other law enforcement and regulatory
authorities The Office of the Whistleblower may also require you to sign a
confidentiality agreement as set forth in sect 24021F-(8)(b)(4) of this chapter before
providing these materials
sect 24021F-13 Appeals
(a) Section 21F of the Exchange Act (15 USC 78u-6) commits determinations of
whether to whom and in what amount to make awards to the Commissionrsquos discretion
A determination of whether or to whom to make an award may be appealed within 30
days after the Commission issues its final decision to the United States Court of Appeals
for the District of Columbia Circuit or to the circuit where the aggrieved person resides
or has his principal place of business Where the Commission makes an award based on
the factors set forth in sect 24021F-6 of this chapter of not less than 10 percent and not
more than 30 percent of the monetary sanctions collected in the Commission or related
action the Commissionrsquos determination regarding the amount of an award (including
the allocation of an award as between multiple whistleblowers and any factual findings
legal conclusions policy judgments or discretionary assessments involving the
Commissionrsquos consideration of the factors in sect 24021F-6 of this chapter) is not
appealable
(b) The record on appeal shall consist of the Preliminary Determination the
Final Order of the Commission and any other items from those set forth in sect 24021F-
12(a) of this chapter that either the claimant or the Commission identifies for inclusion
in the record The record on appeal shall not include any pre-decisional or internal
deliberative process materials that are prepared exclusively to assist the Commission in
deciding the claim (including the staffs Draft Final Determination in the event that the
Commissioners reviewed the claim and issued the Final Order)
sect 24021F- 14 Procedures applicable to the payment of awards
(a) Any award made pursuant to these rules will be paid from the Securities and
Exchange Commission Investor Protection Fund (the ldquoFundrdquo)
(b) A recipient of a whistleblower award is entitled to payment on the award only
to the extent that a monetary sanction is collected in the Commission action or in a
related action upon which the award is based
(c) Payment of a whistleblower award for a monetary sanction collected in a
Commission action or related action shall be made following the later of
(1) The date on which the monetary sanction is collected or
(2) The completion of the appeals process for all whistleblower award claims
arising from
(i) The Notice of Covered Action in the case of any payment of an award for a
monetary sanction collected in a Commission action or
(ii) The related action in the case of any payment of an award for a monetary
sanction collected in a related action
(d) If there are insufficient amounts available in the Fund to pay the entire
amount of an award payment within a reasonable period of time from the time for
payment specified by paragraph (c) of this section then subject to the following terms
the balance of the payment shall be paid when amounts become available in the Fund
as follows
(1) Where multiple whistleblowers are owed payments from the Fund based on
awards that do not arise from the same Notice of Covered Action (or related action)
priority in making these payments will be determined based upon the date that the
collections for which the whistleblowers are owed payments occurred If two or more of
these collections occur on the same date those whistleblowers owed payments based on
these collections will be paid on a pro rata basis until sufficient amounts become
available in the Fund to pay their entire payments
(2) Where multiple whistleblowers are owed payments from the Fund based on
awards that arise from the same Notice of Covered Action (or related action) they will
share the same payment priority and will be paid on a pro rata basis until sufficient
amounts become available in the Fund to pay their entire payments
sect 24021F-15 No amnesty
The Securities Whistleblower Incentives and Protection provisions do not provide
amnesty to individuals who provide information to the Commission The fact that you
may become a whistleblower and assist in Commission investigations and enforcement
actions does not preclude the Commission from bringing an action against you based
upon your own conduct in connection with violations of the federal securities laws If
such an action is determined to be appropriate however the Commission will take your
cooperation into consideration in accordance with its Policy Statement Concerning
Cooperation by Individuals in Investigations and Related Enforcement Actions (17 CFR
sect 20212)
sect 24021F-16 Awards to whistleblowers who engage in culpable conduct
In determining whether the required $1000000 threshold has been satisfied
(this threshold is further explained in sect 24021F-10 of this chapter) for purposes of
making any award the Commission will not take into account any monetary sanctions
that the whistleblower is ordered to pay or that are ordered against any entity whose
liability is based substantially on conduct that the whistleblower directed planned or
initiated Similarly if the Commission determines that a whistleblower is eligible for an
award any amounts that the whistleblower or such an entity pay in sanctions as a result
of the action or related actions will not be included within the calculation of the amounts
collected for purposes of making payments
sect 24021F-17 Staff communications with individuals reporting possible
securities law violations
(a) No person may take any action to impede an individual from communicating
directly with the Commission staff about a possible securities law violation including
enforcing or threatening to enforce a confidentiality agreement (other than agreements
dealing with information covered by sect 24021F-4(b)(4)(i) and sect 24021F-4(b)(4)(ii) of
this chapter related to the legal representation of a client) with respect to such
communications
(b) If you are a director officer member agent or employee of an entity that has
counsel and you have initiated communication with the Commission relating to a
possible securities law violation the staff is authorized to communicate directly with you
regarding the possible securities law violation without seeking the consent of the entityrsquos
counsel
(ii) Whether the whistleblower was aware of the relevant facts but only reported
them after learning about a related inquiry investigation or enforcement action and
(iii) Whether there was a legitimate reason for the whistleblower to delay
reporting the violations
(3) Interference with internal compliance and reporting systems The
Commission will assess in cases where the whistleblower interacted with his or her
entityrsquos internal compliance or reporting system whether the whistleblower
undermined the integrity of such system In considering this factor the Commission
will take into account whether there is evidence provided to the Commission that the
whistleblower knowingly
(i) Interfered with an entityrsquos established legal compliance or audit procedures
to prevent or delay detection of the reported securities violation
(ii) Made any material false fictitious or fraudulent statements or
representations that hindered an entityrsquos efforts to detect investigate or remediate the
reported securities violations and
(iii) Provided any false writing or document knowing the writing or document
contained any false fictitious or fraudulent statements or entries that hindered an
entityrsquos efforts to detect investigate or remediate the reported securities violations
sect 24021F-7 Confidentiality of submissions
(a) Section 21F(h)(2) of the Exchange Act (15 USC 78u-6(h)(2)) requires that
the Commission not disclose information that could reasonably be expected to reveal
the identity of a whistleblower except that the Commission may disclose such
information in the following circumstances
(1) When disclosure is required to a defendant or respondent in connection with
a federal court or administrative action that the Commission files or in another public
action or proceeding that is filed by an authority to which we provide the information as
described below
(2) When the Commission determines that it is necessary to accomplish the
purposes of the Exchange Act (15 USC 78a) and to protect investors it may provide
your information to the Department of Justice an appropriate regulatory authority a
self regulatory organization a state attorney general in connection with a criminal
investigation any appropriate state regulatory authority the Public Company
Accounting Oversight Board or foreign securities and law enforcement authorities
Each of these entities other than foreign securities and law enforcement authorities is
subject to the confidentiality requirements set forth in Section 21F(h) of the Exchange
Act (15 USC 78u-6(h)) The Commission will determine what assurances of
confidentiality it deems appropriate in providing such information to foreign securities
and law enforcement authorities
(3) The Commission may make disclosures in accordance with the Privacy Act of
1974 (5 USC 552a)
(b) You may submit information to the Commission anonymously If you do so
however you must also do the following
(1) You must have an attorney represent you in connection with both your
submission of information and your claim for an award and your attorneyrsquos name and
contact information must be provided to the Commission at the time you submit your
information
(2) You and your attorney must follow the procedures set forth in sect 24021F-9 of
this chapter for submitting original information anonymously and
(3) Before the Commission will pay any award to you you must disclose your
identity to the Commission and your identity must be verified by the Commission as set
forth in sect 24021F-10 of this chapter
sect 24021F-8 Eligibility
(a) To be eligible for a whistleblower award you must give the Commission
information in the form and manner that the Commission requires The procedures for
submitting information and making a claim for an award are described in sect 24021F-9
through sect 24021F-11 of this chapter You should read these procedures carefully
because you need to follow them in order to be eligible for an award except that the
Commission may in its sole discretion waive any of these procedures based upon a
showing of extraordinary circumstances
(b) In addition to any forms required by these rules the Commission may also
require that you provide certain additional information You may be required to
(1) Provide explanations and other assistance in order that the staff may evaluate
and use the information that you submitted
(2) Provide all additional information in your possession that is related to the
subject matter of your submission in a complete and truthful manner through follow-up
meetings or in other forms that our staff may agree to
(3) Provide testimony or other evidence acceptable to the staff relating to
whether you are eligible or otherwise satisfy any of the conditions for an award and
(4) Enter into a confidentiality agreement in a form acceptable to the Office of
the Whistleblower covering any non-public information that the Commission provides
to you and including a provision that a violation of the agreement may lead to your
ineligibility to receive an award
(c) You are not eligible to be considered for an award if you do not satisfy the
requirements of paragraphs (a) and (b) of this section In addition you are not eligible
if
(1) You are or were at the time you acquired the original information provided to
the Commission a member officer or employee of the Commission the Department of
Justice an appropriate regulatory agency a self-regulatory organization the Public
Company Accounting Oversight Board or any law enforcement organization
(2) You are or were at the time you acquired the original information provided
to the Commission a member officer or employee of a foreign government any
political subdivision department agency or instrumentality of a foreign government or
any other foreign financial regulatory authority as that term is defined in Section
3(a)(52) of the Exchange Act (15 USC 78c(a)(52))
(3) You are convicted of a criminal violation that is related to the Commission
action or to a related action (as defined in sect 24021F-4 of this chapter) for which you
otherwise could receive an award
(4) You obtained the original information that you gave the Commission through
an audit of a companyrsquos financial statements and making a whistleblower submission
would be contrary to requirements of Section 10A of the Exchange Act (15 USC 78j-a)
(5) You are the spouse parent child or sibling of a member or employee of the
Commission or you reside in the same household as a member or employee of the
Commission
(6) You acquired the original information you gave the Commission from a
person
(i) Who is subject to paragraph (c)(4) of this section unless the information is
not excluded from that personrsquos use or you are providing the Commission with
information about possible violations involving that person or
(ii) With the intent to evade any provision of these rules or
(7) In your whistleblower submission your other dealings with the Commission
or your dealings with another authority in connection with a related action you
knowingly and willfully make any false fictitious or fraudulent statement or
representation or use any false writing or document knowing that it contains any false
fictitious or fraudulent statement or entry with intent to mislead or otherwise hinder
the Commission or another authority
sect 24021F-9 Procedures for submitting original information
(a) To be considered a whistleblower under Section 21F of the Exchange Act (15
USC 78u-6(h)) you must submit your information about a possible securities law
violation by either of these methods
(1) Online through the Commissionrsquos website located at wwwsecgov or
(2) By mailing or faxing a Form TCR (Tip Complaint or Referral) (referenced in
sect 2491800 of this chapter) to the SEC Office of the Whistleblower 100 F Street NE
Washington DC 20549-5631 Fax (703) 813-9322
(b) Further to be eligible for an award you must declare under penalty of perjury
at the time you submit your information pursuant to paragraph (a)(1) or (2) of this
section that your information is true and correct to the best of your knowledge and
belief
(c) Notwithstanding paragraphs (a) and (b) of this section if you are providing
your original information to the Commission anonymously then your attorney must
submit your information on your behalf pursuant to the procedures specified in
paragraph (a) of this section Prior to your attorneys submission you must provide
your attorney with a completed Form TCR (referenced in sect2491800 of this chapter)
that you have signed under penalty of perjury When your attorney makes her
submission on your behalf your attorney will be required to certify that he or she
(1) Has verified your identity
(2) Has reviewed your completed and signed Form TCR (referenced in sect2491800
of this chapter) for completeness and accuracy and that the information contained
therein is true correct and complete to the best of the attorneys knowledge
information and belief
(3) Has obtained your non-waivable consent to provide the Commission with
your original completed and signed Form TCR (referenced in sect2491800 of this chapter)
in the event that the Commission requests it due to concerns that you may have
knowingly and willfully made false fictitious or fraudulent statements or
representations or used any false writing or document knowing that the writing or
document contains any false fictitious or fraudulent statement or entry and
(4) Consents to be legally obligated to provide the signed Form TCR (referenced
in sect2491800 of this chapter) within seven (7) calendar days of receiving such request
from the Commission
(d) If you submitted original information in writing to the Commission after July
21 2010 (the date of enactment of the Dodd-Frank Wall Street Reform and Consumer
Protection Act) but before the effective date of these rules your submission will be
deemed to satisfy the requirements set forth in paragraphs (a) and (b) of this section If
you were an anonymous whistleblower however you must provide your attorney with a
completed and signed copy of Form TCR (referenced in sect2491800 of this chapter)
within 60 days of the effective date of these rules your attorney must retain the signed
form in his or her records and you must provide of copy of the signed form to the
Commission staff upon request by Commission staff prior to any payment of an award
to you in connection with your submission Notwithstanding the foregoing you must
follow the procedures and conditions for making a claim for a whistleblower award
described in sectsect 24021F-10 and 24021F-11 of this chapter
sect 24021F-10 Procedures for making a claim for a whistleblower
award in SEC actions that result in monetary sanctions in excess of
$1000000
(a) Whenever a Commission action results in monetary sanctions totaling more
than $1000000 the Office of the Whistleblower will cause to be published on the
Commissionrsquos website a ldquoNotice of Covered Actionrdquo Such Notice will be published
subsequent to the entry of a final judgment or order that alone or collectively with other
judgments or orders previously entered in the Commission action exceeds $1000000
or in the absence of such judgment or order subsequent to the deposit of monetary
sanctions exceeding $1000000 into a disgorgement or other fund pursuant to Section
308(b) of the Sarbanes-Oxley Act of 2002 A claimant will have ninety (90) days from
the date of the Notice of Covered Action to file a claim for an award based on that action
or the claim will be barred
(b) To file a claim for a whistleblower award you must file Form WB-APP
Application for Award for Original Information Provided Pursuant to Section 21F of
the Securities Exchange Act of 1934 (referenced in sect 2491801 of this chapter) You
must sign this form as the claimant and submit it to the Office of the Whistleblower by
mail or fax All claim forms including any attachments must be received by the Office
of the Whistleblower within ninety (90) calendar days of the date of the Notice of
Covered Action in order to be considered for an award
(c) If you provided your original information to the Commission anonymously
you must disclose your identity on the Form WB-APP (referenced in sect 2491801 of this
chapter) and your identity must be verified in a form and manner that is acceptable to
the Office of the Whistleblower prior to the payment of any award
(d) Once the time for filing any appeals of the Commissionrsquos judicial or
administrative action has expired or where an appeal has been filed after all appeals in
the action have been concluded the staff designated by the Director of the Division of
Enforcement (ldquoClaims Review Staffrdquo) will evaluate all timely whistleblower award claims
submitted on Form WB-APP (referenced in sect 2491801 of this chapter) in accordance
with the criteria set forth in these rules In connection with this process the Office of
the Whistleblower may require that you provide additional information relating to your
eligibility for an award or satisfaction of any of the conditions for an award as set forth
in sect 24021F-(8)(b) of this chapter Following that evaluation the Office of the
Whistleblower will send you a Preliminary Determination setting forth a preliminary
assessment as to whether the claim should be allowed or denied and if allowed setting
forth the proposed award percentage amount
(e) You may contest the Preliminary Determination made by the Claims Review
Staff by submitting a written response to the Office of the Whistleblower setting forth
the grounds for your objection to either the denial of an award or the proposed amount
of an award The response must be in the form and manner that the Office of the
Whistleblower shall require You may also include documentation or other evidentiary
support for the grounds advanced in your response
(1) Before determining whether to contest a Preliminary Determination you
may
(i) Within thirty (30) days of the date of the Preliminary Determination request
that the Office of the Whistleblower make available for your review the materials from
among those set forth in sect 24021F-12(a) of this chapter that formed the basis of the
Claims Review Staffrsquos Preliminary Determination
(ii) Within thirty (30) calendar days of the date of the Preliminary
Determination request a meeting with the Office of the Whistleblower however such
meetings are not required and the office may in its sole discretion decline the request
(2) If you decide to contest the Preliminary Determination you must submit
your written response and supporting materials within sixty (60) calendar days of the
date of the Preliminary Determination or if a request to review materials is made
pursuant to paragraph (e)(1) of this section then within sixty (60) calendar days of the
Office of the Whistleblower making those materials available for your review
(f) If you fail to submit a timely response pursuant to paragraph (e) of this
section then the Preliminary Determination will become the Final Order of the
Commission (except where the Preliminary Determination recommended an award in
which case the Preliminary Determination will be deemed a Proposed Final
Determination for purposes of paragraph (h) of this section) Your failure to submit a
timely response contesting a Preliminary Determination will constitute a failure to
exhaust administrative remedies and you will be prohibited from pursuing an appeal
pursuant to sect 24021F-13 of this chapter
(g) If you submit a timely response pursuant to paragraph (e) of this section
then the Claims Review Staff will consider the issues and grounds advanced in your
response along with any supporting documentation you provided and will make its
Proposed Final Determination
(h) The Office of the Whistleblower will then notify the Commission of each
Proposed Final Determination Within thirty 30 days thereafter any Commissioner
may request that the Proposed Final Determination be reviewed by the Commission If
no Commissioner requests such a review within the 30-day period then the Proposed
Final Determination will become the Final Order of the Commission In the event a
Commissioner requests a review the Commission will review the record that the staff
relied upon in making its determinations including your previous submissions to the
Office of the Whistleblower and issue its Final Order
(i) The Office of the Whistleblower will provide you with the Final Order of the
Commission
sect 24021F-11 Procedures for determining awards based upon a related
action (a) If you are eligible to receive an award following a Commission action
that results in monetary sanctions totaling more than $1000000 you also may be
eligible to receive an award based on the monetary sanctions that are collected from a
related action (as defined in sect 24021F-3 of this chapter)
(b) You must also use Form WB-APP (referenced in sect 2491801 of this chapter)
to submit a claim for an award in a related action You must sign this form as the
claimant and submit it to the Office of the Whistleblower by mail or fax as follows
(1) If a final order imposing monetary sanctions has been entered in a related
action at the time you submit your claim for an award in connection with a Commission
action you must submit your claim for an award in that related action on the same
Form WB-APP (referenced in sect 2491801 of this chapter) that you use for the
Commission action
(2) If a final order imposing monetary sanctions in a related action has not been
entered at the time you submit your claim for an award in connection with a
Commission action you must submit your claim on Form WB-APP (referenced in sect
2491801 of this chapter) within ninety (90) days of the issuance of a final order
imposing sanctions in the related action
(c) The Office of the Whistleblower may request additional information from you
in connection with your claim for an award in a related action to demonstrate that you
directly (or through the Commission) voluntarily provided the governmental agency
regulatory authority or self-regulatory organization the same original information that
led to the Commissionrsquos successful covered action and that this information led to the
successful enforcement of the related action The Office of the Whistleblower may in its
discretion seek assistance and confirmation from the other agency in making this
determination
(d) Once the time for filing any appeals of the final judgment or order in a related
action has expired or if an appeal has been filed after all appeals in the action have
been concluded the Claims Review Staff will evaluate all timely whistleblower award
claims submitted on Form WB-APP (referenced in sect 2491801 of this chapter) in
connection with the related action The evaluation will be undertaken pursuant to the
criteria set forth in these rules In connection with this process the Office of the
Whistleblower may require that you provide additional information relating to your
eligibility for an award or satisfaction of any of the conditions for an award as set forth
in sect 24021F-(8)(b) of this chapter Following this evaluation the Office of the
Whistleblower will send you a Preliminary Determination setting forth a preliminary
assessment as to whether the claim should be allowed or denied and if allowed setting
forth the proposed award percentage amount
(e) You may contest the Preliminary Determination made by the Claims Review
Staff by submitting a written response to the Office of the Whistleblower setting forth
the grounds for your objection to either the denial of an award or the proposed amount
of an award The response must be in the form and manner that the Office of the
Whistleblower shall require You may also include documentation or other evidentiary
support for the grounds advanced in your response
(1) Before determining whether to contest a Preliminary Determination you
may
(i) Within thirty (30) days of the date of the Preliminary Determination request
that the Office of the Whistleblower make available for your review the materials from
among those set forth in sect 24021F-12(a) of this chapter that formed the basis of the
Claims Review Staffrsquos Preliminary Determination
(ii) Within thirty (30) days of the date of the Preliminary Determination request
a meeting with the Office of the Whistleblower however such meetings are not required
and the office may in its sole discretion decline the request
(2) If you decide to contest the Preliminary Determination you must submit
your written response and supporting materials within sixty (60) calendar days of the
date of the Preliminary Determination or if a request to review materials is made
pursuant to paragraph (e)(1)(i) of this section then within sixty (60) calendar days of
the Office of the Whistleblower making those materials available for your review
(f) If you fail to submit a timely response pursuant to paragraph (e) of this
section then the Preliminary Determination will become the Final Order of the
Commission (except where the Preliminary Determination recommended an award in
which case the Preliminary Determination will be deemed a Proposed Final
Determination for purposes of paragraph (h) of this section) Your failure to submit a
timely response contesting a Preliminary Determination will constitute a failure to
exhaust administrative remedies and you will be prohibited from pursuing an appeal
pursuant to sect 24021F-13 of this chapter
(g) If you submit a timely response pursuant to paragraph (e) of this section
then the Claims Review Staff will consider the issues and grounds that you advanced in
your response along with any supporting documentation you provided and will make
its Proposed Final Determination
(h) The Office of the Whistleblower will notify the Commission of each Proposed
Final Determination Within thirty 30 days thereafter any Commissioner may request
that the Proposed Final Determination be reviewed by the Commission If no
Commissioner requests such a review within the 30-day period then the Proposed Final
Determination will become the Final Order of the Commission In the event a
Commissioner requests a review the Commission will review the record that the staff
relied upon in making its determinations including your previous submissions to the
Office of the Whistleblower and issue its Final Order
(i) The Office of the Whistleblower will provide you with the Final Order of the
Commission
sect 24021F-12 Materials that may form the basis of an award determination
and that may comprise the record on appeal
(a) The following items constitute the materials that the Commission and the
Claims Review Staff may rely upon to make an award determination pursuant to sectsect
24021F-10 and 24021F-11 of this chapter
(1) Any publicly available materials from the covered action or related action
including
(i) The complaint notice of hearing answers and any amendments thereto
(ii) The final judgment consent order or final administrative order
(iii) Any transcripts of the proceedings including any exhibits
(iv) Any items that appear on the docket and
(v) Any appellate decisions or orders
(2) The whistleblowerrsquos Form TCR (referenced in sect2491800 of this chapter)
including attachments and other related materials provided by the whistleblower to
assist the Commission with the investigation or examination
(3) The whistleblowerrsquos Form WB-APP (referenced in sect2491800 of this chapter)
including attachments and any other filings or submissions from the whistleblower in
support of the award application
(4) Sworn declarations (including attachments) from the Commission staff
regarding any matters relevant to the award determination
(5) With respect to an award claim involving a related action any statements or
other information that the entity provides or identifies in connection with an award
determination provided the entity has authorized the Commission to share the
information with the claimant (Neither the Commission nor the Claims Review Staff
may rely upon information that the entity has not authorized the Commission to share
with the claimant) and
(6) Any other documents or materials including sworn declarations from third-
parties that are received or obtained by the Office of the Whistleblower to assist the
Commission resolve the claimantrsquos award application including information related to
the claimantrsquos eligibility (Neither the Commission nor the Claims Review Staff may rely
upon information that the entity has not authorized the Commission to share with the
claimant)
(b) These rules do not entitle claimants to obtain from the Commission any
materials (including any pre-decisional or internal deliberative process materials that
are prepared exclusively to assist the Commission in deciding the claim) other than
those listed in paragraph (a) of this section Moreover the Office of the Whistleblower
may make redactions as necessary to comply with any statutory restrictions to protect
the Commissionrsquos law enforcement and regulatory functions and to comply with
requests for confidential treatment from other law enforcement and regulatory
authorities The Office of the Whistleblower may also require you to sign a
confidentiality agreement as set forth in sect 24021F-(8)(b)(4) of this chapter before
providing these materials
sect 24021F-13 Appeals
(a) Section 21F of the Exchange Act (15 USC 78u-6) commits determinations of
whether to whom and in what amount to make awards to the Commissionrsquos discretion
A determination of whether or to whom to make an award may be appealed within 30
days after the Commission issues its final decision to the United States Court of Appeals
for the District of Columbia Circuit or to the circuit where the aggrieved person resides
or has his principal place of business Where the Commission makes an award based on
the factors set forth in sect 24021F-6 of this chapter of not less than 10 percent and not
more than 30 percent of the monetary sanctions collected in the Commission or related
action the Commissionrsquos determination regarding the amount of an award (including
the allocation of an award as between multiple whistleblowers and any factual findings
legal conclusions policy judgments or discretionary assessments involving the
Commissionrsquos consideration of the factors in sect 24021F-6 of this chapter) is not
appealable
(b) The record on appeal shall consist of the Preliminary Determination the
Final Order of the Commission and any other items from those set forth in sect 24021F-
12(a) of this chapter that either the claimant or the Commission identifies for inclusion
in the record The record on appeal shall not include any pre-decisional or internal
deliberative process materials that are prepared exclusively to assist the Commission in
deciding the claim (including the staffs Draft Final Determination in the event that the
Commissioners reviewed the claim and issued the Final Order)
sect 24021F- 14 Procedures applicable to the payment of awards
(a) Any award made pursuant to these rules will be paid from the Securities and
Exchange Commission Investor Protection Fund (the ldquoFundrdquo)
(b) A recipient of a whistleblower award is entitled to payment on the award only
to the extent that a monetary sanction is collected in the Commission action or in a
related action upon which the award is based
(c) Payment of a whistleblower award for a monetary sanction collected in a
Commission action or related action shall be made following the later of
(1) The date on which the monetary sanction is collected or
(2) The completion of the appeals process for all whistleblower award claims
arising from
(i) The Notice of Covered Action in the case of any payment of an award for a
monetary sanction collected in a Commission action or
(ii) The related action in the case of any payment of an award for a monetary
sanction collected in a related action
(d) If there are insufficient amounts available in the Fund to pay the entire
amount of an award payment within a reasonable period of time from the time for
payment specified by paragraph (c) of this section then subject to the following terms
the balance of the payment shall be paid when amounts become available in the Fund
as follows
(1) Where multiple whistleblowers are owed payments from the Fund based on
awards that do not arise from the same Notice of Covered Action (or related action)
priority in making these payments will be determined based upon the date that the
collections for which the whistleblowers are owed payments occurred If two or more of
these collections occur on the same date those whistleblowers owed payments based on
these collections will be paid on a pro rata basis until sufficient amounts become
available in the Fund to pay their entire payments
(2) Where multiple whistleblowers are owed payments from the Fund based on
awards that arise from the same Notice of Covered Action (or related action) they will
share the same payment priority and will be paid on a pro rata basis until sufficient
amounts become available in the Fund to pay their entire payments
sect 24021F-15 No amnesty
The Securities Whistleblower Incentives and Protection provisions do not provide
amnesty to individuals who provide information to the Commission The fact that you
may become a whistleblower and assist in Commission investigations and enforcement
actions does not preclude the Commission from bringing an action against you based
upon your own conduct in connection with violations of the federal securities laws If
such an action is determined to be appropriate however the Commission will take your
cooperation into consideration in accordance with its Policy Statement Concerning
Cooperation by Individuals in Investigations and Related Enforcement Actions (17 CFR
sect 20212)
sect 24021F-16 Awards to whistleblowers who engage in culpable conduct
In determining whether the required $1000000 threshold has been satisfied
(this threshold is further explained in sect 24021F-10 of this chapter) for purposes of
making any award the Commission will not take into account any monetary sanctions
that the whistleblower is ordered to pay or that are ordered against any entity whose
liability is based substantially on conduct that the whistleblower directed planned or
initiated Similarly if the Commission determines that a whistleblower is eligible for an
award any amounts that the whistleblower or such an entity pay in sanctions as a result
of the action or related actions will not be included within the calculation of the amounts
collected for purposes of making payments
sect 24021F-17 Staff communications with individuals reporting possible
securities law violations
(a) No person may take any action to impede an individual from communicating
directly with the Commission staff about a possible securities law violation including
enforcing or threatening to enforce a confidentiality agreement (other than agreements
dealing with information covered by sect 24021F-4(b)(4)(i) and sect 24021F-4(b)(4)(ii) of
this chapter related to the legal representation of a client) with respect to such
communications
(b) If you are a director officer member agent or employee of an entity that has
counsel and you have initiated communication with the Commission relating to a
possible securities law violation the staff is authorized to communicate directly with you
regarding the possible securities law violation without seeking the consent of the entityrsquos
counsel
investigation any appropriate state regulatory authority the Public Company
Accounting Oversight Board or foreign securities and law enforcement authorities
Each of these entities other than foreign securities and law enforcement authorities is
subject to the confidentiality requirements set forth in Section 21F(h) of the Exchange
Act (15 USC 78u-6(h)) The Commission will determine what assurances of
confidentiality it deems appropriate in providing such information to foreign securities
and law enforcement authorities
(3) The Commission may make disclosures in accordance with the Privacy Act of
1974 (5 USC 552a)
(b) You may submit information to the Commission anonymously If you do so
however you must also do the following
(1) You must have an attorney represent you in connection with both your
submission of information and your claim for an award and your attorneyrsquos name and
contact information must be provided to the Commission at the time you submit your
information
(2) You and your attorney must follow the procedures set forth in sect 24021F-9 of
this chapter for submitting original information anonymously and
(3) Before the Commission will pay any award to you you must disclose your
identity to the Commission and your identity must be verified by the Commission as set
forth in sect 24021F-10 of this chapter
sect 24021F-8 Eligibility
(a) To be eligible for a whistleblower award you must give the Commission
information in the form and manner that the Commission requires The procedures for
submitting information and making a claim for an award are described in sect 24021F-9
through sect 24021F-11 of this chapter You should read these procedures carefully
because you need to follow them in order to be eligible for an award except that the
Commission may in its sole discretion waive any of these procedures based upon a
showing of extraordinary circumstances
(b) In addition to any forms required by these rules the Commission may also
require that you provide certain additional information You may be required to
(1) Provide explanations and other assistance in order that the staff may evaluate
and use the information that you submitted
(2) Provide all additional information in your possession that is related to the
subject matter of your submission in a complete and truthful manner through follow-up
meetings or in other forms that our staff may agree to
(3) Provide testimony or other evidence acceptable to the staff relating to
whether you are eligible or otherwise satisfy any of the conditions for an award and
(4) Enter into a confidentiality agreement in a form acceptable to the Office of
the Whistleblower covering any non-public information that the Commission provides
to you and including a provision that a violation of the agreement may lead to your
ineligibility to receive an award
(c) You are not eligible to be considered for an award if you do not satisfy the
requirements of paragraphs (a) and (b) of this section In addition you are not eligible
if
(1) You are or were at the time you acquired the original information provided to
the Commission a member officer or employee of the Commission the Department of
Justice an appropriate regulatory agency a self-regulatory organization the Public
Company Accounting Oversight Board or any law enforcement organization
(2) You are or were at the time you acquired the original information provided
to the Commission a member officer or employee of a foreign government any
political subdivision department agency or instrumentality of a foreign government or
any other foreign financial regulatory authority as that term is defined in Section
3(a)(52) of the Exchange Act (15 USC 78c(a)(52))
(3) You are convicted of a criminal violation that is related to the Commission
action or to a related action (as defined in sect 24021F-4 of this chapter) for which you
otherwise could receive an award
(4) You obtained the original information that you gave the Commission through
an audit of a companyrsquos financial statements and making a whistleblower submission
would be contrary to requirements of Section 10A of the Exchange Act (15 USC 78j-a)
(5) You are the spouse parent child or sibling of a member or employee of the
Commission or you reside in the same household as a member or employee of the
Commission
(6) You acquired the original information you gave the Commission from a
person
(i) Who is subject to paragraph (c)(4) of this section unless the information is
not excluded from that personrsquos use or you are providing the Commission with
information about possible violations involving that person or
(ii) With the intent to evade any provision of these rules or
(7) In your whistleblower submission your other dealings with the Commission
or your dealings with another authority in connection with a related action you
knowingly and willfully make any false fictitious or fraudulent statement or
representation or use any false writing or document knowing that it contains any false
fictitious or fraudulent statement or entry with intent to mislead or otherwise hinder
the Commission or another authority
sect 24021F-9 Procedures for submitting original information
(a) To be considered a whistleblower under Section 21F of the Exchange Act (15
USC 78u-6(h)) you must submit your information about a possible securities law
violation by either of these methods
(1) Online through the Commissionrsquos website located at wwwsecgov or
(2) By mailing or faxing a Form TCR (Tip Complaint or Referral) (referenced in
sect 2491800 of this chapter) to the SEC Office of the Whistleblower 100 F Street NE
Washington DC 20549-5631 Fax (703) 813-9322
(b) Further to be eligible for an award you must declare under penalty of perjury
at the time you submit your information pursuant to paragraph (a)(1) or (2) of this
section that your information is true and correct to the best of your knowledge and
belief
(c) Notwithstanding paragraphs (a) and (b) of this section if you are providing
your original information to the Commission anonymously then your attorney must
submit your information on your behalf pursuant to the procedures specified in
paragraph (a) of this section Prior to your attorneys submission you must provide
your attorney with a completed Form TCR (referenced in sect2491800 of this chapter)
that you have signed under penalty of perjury When your attorney makes her
submission on your behalf your attorney will be required to certify that he or she
(1) Has verified your identity
(2) Has reviewed your completed and signed Form TCR (referenced in sect2491800
of this chapter) for completeness and accuracy and that the information contained
therein is true correct and complete to the best of the attorneys knowledge
information and belief
(3) Has obtained your non-waivable consent to provide the Commission with
your original completed and signed Form TCR (referenced in sect2491800 of this chapter)
in the event that the Commission requests it due to concerns that you may have
knowingly and willfully made false fictitious or fraudulent statements or
representations or used any false writing or document knowing that the writing or
document contains any false fictitious or fraudulent statement or entry and
(4) Consents to be legally obligated to provide the signed Form TCR (referenced
in sect2491800 of this chapter) within seven (7) calendar days of receiving such request
from the Commission
(d) If you submitted original information in writing to the Commission after July
21 2010 (the date of enactment of the Dodd-Frank Wall Street Reform and Consumer
Protection Act) but before the effective date of these rules your submission will be
deemed to satisfy the requirements set forth in paragraphs (a) and (b) of this section If
you were an anonymous whistleblower however you must provide your attorney with a
completed and signed copy of Form TCR (referenced in sect2491800 of this chapter)
within 60 days of the effective date of these rules your attorney must retain the signed
form in his or her records and you must provide of copy of the signed form to the
Commission staff upon request by Commission staff prior to any payment of an award
to you in connection with your submission Notwithstanding the foregoing you must
follow the procedures and conditions for making a claim for a whistleblower award
described in sectsect 24021F-10 and 24021F-11 of this chapter
sect 24021F-10 Procedures for making a claim for a whistleblower
award in SEC actions that result in monetary sanctions in excess of
$1000000
(a) Whenever a Commission action results in monetary sanctions totaling more
than $1000000 the Office of the Whistleblower will cause to be published on the
Commissionrsquos website a ldquoNotice of Covered Actionrdquo Such Notice will be published
subsequent to the entry of a final judgment or order that alone or collectively with other
judgments or orders previously entered in the Commission action exceeds $1000000
or in the absence of such judgment or order subsequent to the deposit of monetary
sanctions exceeding $1000000 into a disgorgement or other fund pursuant to Section
308(b) of the Sarbanes-Oxley Act of 2002 A claimant will have ninety (90) days from
the date of the Notice of Covered Action to file a claim for an award based on that action
or the claim will be barred
(b) To file a claim for a whistleblower award you must file Form WB-APP
Application for Award for Original Information Provided Pursuant to Section 21F of
the Securities Exchange Act of 1934 (referenced in sect 2491801 of this chapter) You
must sign this form as the claimant and submit it to the Office of the Whistleblower by
mail or fax All claim forms including any attachments must be received by the Office
of the Whistleblower within ninety (90) calendar days of the date of the Notice of
Covered Action in order to be considered for an award
(c) If you provided your original information to the Commission anonymously
you must disclose your identity on the Form WB-APP (referenced in sect 2491801 of this
chapter) and your identity must be verified in a form and manner that is acceptable to
the Office of the Whistleblower prior to the payment of any award
(d) Once the time for filing any appeals of the Commissionrsquos judicial or
administrative action has expired or where an appeal has been filed after all appeals in
the action have been concluded the staff designated by the Director of the Division of
Enforcement (ldquoClaims Review Staffrdquo) will evaluate all timely whistleblower award claims
submitted on Form WB-APP (referenced in sect 2491801 of this chapter) in accordance
with the criteria set forth in these rules In connection with this process the Office of
the Whistleblower may require that you provide additional information relating to your
eligibility for an award or satisfaction of any of the conditions for an award as set forth
in sect 24021F-(8)(b) of this chapter Following that evaluation the Office of the
Whistleblower will send you a Preliminary Determination setting forth a preliminary
assessment as to whether the claim should be allowed or denied and if allowed setting
forth the proposed award percentage amount
(e) You may contest the Preliminary Determination made by the Claims Review
Staff by submitting a written response to the Office of the Whistleblower setting forth
the grounds for your objection to either the denial of an award or the proposed amount
of an award The response must be in the form and manner that the Office of the
Whistleblower shall require You may also include documentation or other evidentiary
support for the grounds advanced in your response
(1) Before determining whether to contest a Preliminary Determination you
may
(i) Within thirty (30) days of the date of the Preliminary Determination request
that the Office of the Whistleblower make available for your review the materials from
among those set forth in sect 24021F-12(a) of this chapter that formed the basis of the
Claims Review Staffrsquos Preliminary Determination
(ii) Within thirty (30) calendar days of the date of the Preliminary
Determination request a meeting with the Office of the Whistleblower however such
meetings are not required and the office may in its sole discretion decline the request
(2) If you decide to contest the Preliminary Determination you must submit
your written response and supporting materials within sixty (60) calendar days of the
date of the Preliminary Determination or if a request to review materials is made
pursuant to paragraph (e)(1) of this section then within sixty (60) calendar days of the
Office of the Whistleblower making those materials available for your review
(f) If you fail to submit a timely response pursuant to paragraph (e) of this
section then the Preliminary Determination will become the Final Order of the
Commission (except where the Preliminary Determination recommended an award in
which case the Preliminary Determination will be deemed a Proposed Final
Determination for purposes of paragraph (h) of this section) Your failure to submit a
timely response contesting a Preliminary Determination will constitute a failure to
exhaust administrative remedies and you will be prohibited from pursuing an appeal
pursuant to sect 24021F-13 of this chapter
(g) If you submit a timely response pursuant to paragraph (e) of this section
then the Claims Review Staff will consider the issues and grounds advanced in your
response along with any supporting documentation you provided and will make its
Proposed Final Determination
(h) The Office of the Whistleblower will then notify the Commission of each
Proposed Final Determination Within thirty 30 days thereafter any Commissioner
may request that the Proposed Final Determination be reviewed by the Commission If
no Commissioner requests such a review within the 30-day period then the Proposed
Final Determination will become the Final Order of the Commission In the event a
Commissioner requests a review the Commission will review the record that the staff
relied upon in making its determinations including your previous submissions to the
Office of the Whistleblower and issue its Final Order
(i) The Office of the Whistleblower will provide you with the Final Order of the
Commission
sect 24021F-11 Procedures for determining awards based upon a related
action (a) If you are eligible to receive an award following a Commission action
that results in monetary sanctions totaling more than $1000000 you also may be
eligible to receive an award based on the monetary sanctions that are collected from a
related action (as defined in sect 24021F-3 of this chapter)
(b) You must also use Form WB-APP (referenced in sect 2491801 of this chapter)
to submit a claim for an award in a related action You must sign this form as the
claimant and submit it to the Office of the Whistleblower by mail or fax as follows
(1) If a final order imposing monetary sanctions has been entered in a related
action at the time you submit your claim for an award in connection with a Commission
action you must submit your claim for an award in that related action on the same
Form WB-APP (referenced in sect 2491801 of this chapter) that you use for the
Commission action
(2) If a final order imposing monetary sanctions in a related action has not been
entered at the time you submit your claim for an award in connection with a
Commission action you must submit your claim on Form WB-APP (referenced in sect
2491801 of this chapter) within ninety (90) days of the issuance of a final order
imposing sanctions in the related action
(c) The Office of the Whistleblower may request additional information from you
in connection with your claim for an award in a related action to demonstrate that you
directly (or through the Commission) voluntarily provided the governmental agency
regulatory authority or self-regulatory organization the same original information that
led to the Commissionrsquos successful covered action and that this information led to the
successful enforcement of the related action The Office of the Whistleblower may in its
discretion seek assistance and confirmation from the other agency in making this
determination
(d) Once the time for filing any appeals of the final judgment or order in a related
action has expired or if an appeal has been filed after all appeals in the action have
been concluded the Claims Review Staff will evaluate all timely whistleblower award
claims submitted on Form WB-APP (referenced in sect 2491801 of this chapter) in
connection with the related action The evaluation will be undertaken pursuant to the
criteria set forth in these rules In connection with this process the Office of the
Whistleblower may require that you provide additional information relating to your
eligibility for an award or satisfaction of any of the conditions for an award as set forth
in sect 24021F-(8)(b) of this chapter Following this evaluation the Office of the
Whistleblower will send you a Preliminary Determination setting forth a preliminary
assessment as to whether the claim should be allowed or denied and if allowed setting
forth the proposed award percentage amount
(e) You may contest the Preliminary Determination made by the Claims Review
Staff by submitting a written response to the Office of the Whistleblower setting forth
the grounds for your objection to either the denial of an award or the proposed amount
of an award The response must be in the form and manner that the Office of the
Whistleblower shall require You may also include documentation or other evidentiary
support for the grounds advanced in your response
(1) Before determining whether to contest a Preliminary Determination you
may
(i) Within thirty (30) days of the date of the Preliminary Determination request
that the Office of the Whistleblower make available for your review the materials from
among those set forth in sect 24021F-12(a) of this chapter that formed the basis of the
Claims Review Staffrsquos Preliminary Determination
(ii) Within thirty (30) days of the date of the Preliminary Determination request
a meeting with the Office of the Whistleblower however such meetings are not required
and the office may in its sole discretion decline the request
(2) If you decide to contest the Preliminary Determination you must submit
your written response and supporting materials within sixty (60) calendar days of the
date of the Preliminary Determination or if a request to review materials is made
pursuant to paragraph (e)(1)(i) of this section then within sixty (60) calendar days of
the Office of the Whistleblower making those materials available for your review
(f) If you fail to submit a timely response pursuant to paragraph (e) of this
section then the Preliminary Determination will become the Final Order of the
Commission (except where the Preliminary Determination recommended an award in
which case the Preliminary Determination will be deemed a Proposed Final
Determination for purposes of paragraph (h) of this section) Your failure to submit a
timely response contesting a Preliminary Determination will constitute a failure to
exhaust administrative remedies and you will be prohibited from pursuing an appeal
pursuant to sect 24021F-13 of this chapter
(g) If you submit a timely response pursuant to paragraph (e) of this section
then the Claims Review Staff will consider the issues and grounds that you advanced in
your response along with any supporting documentation you provided and will make
its Proposed Final Determination
(h) The Office of the Whistleblower will notify the Commission of each Proposed
Final Determination Within thirty 30 days thereafter any Commissioner may request
that the Proposed Final Determination be reviewed by the Commission If no
Commissioner requests such a review within the 30-day period then the Proposed Final
Determination will become the Final Order of the Commission In the event a
Commissioner requests a review the Commission will review the record that the staff
relied upon in making its determinations including your previous submissions to the
Office of the Whistleblower and issue its Final Order
(i) The Office of the Whistleblower will provide you with the Final Order of the
Commission
sect 24021F-12 Materials that may form the basis of an award determination
and that may comprise the record on appeal
(a) The following items constitute the materials that the Commission and the
Claims Review Staff may rely upon to make an award determination pursuant to sectsect
24021F-10 and 24021F-11 of this chapter
(1) Any publicly available materials from the covered action or related action
including
(i) The complaint notice of hearing answers and any amendments thereto
(ii) The final judgment consent order or final administrative order
(iii) Any transcripts of the proceedings including any exhibits
(iv) Any items that appear on the docket and
(v) Any appellate decisions or orders
(2) The whistleblowerrsquos Form TCR (referenced in sect2491800 of this chapter)
including attachments and other related materials provided by the whistleblower to
assist the Commission with the investigation or examination
(3) The whistleblowerrsquos Form WB-APP (referenced in sect2491800 of this chapter)
including attachments and any other filings or submissions from the whistleblower in
support of the award application
(4) Sworn declarations (including attachments) from the Commission staff
regarding any matters relevant to the award determination
(5) With respect to an award claim involving a related action any statements or
other information that the entity provides or identifies in connection with an award
determination provided the entity has authorized the Commission to share the
information with the claimant (Neither the Commission nor the Claims Review Staff
may rely upon information that the entity has not authorized the Commission to share
with the claimant) and
(6) Any other documents or materials including sworn declarations from third-
parties that are received or obtained by the Office of the Whistleblower to assist the
Commission resolve the claimantrsquos award application including information related to
the claimantrsquos eligibility (Neither the Commission nor the Claims Review Staff may rely
upon information that the entity has not authorized the Commission to share with the
claimant)
(b) These rules do not entitle claimants to obtain from the Commission any
materials (including any pre-decisional or internal deliberative process materials that
are prepared exclusively to assist the Commission in deciding the claim) other than
those listed in paragraph (a) of this section Moreover the Office of the Whistleblower
may make redactions as necessary to comply with any statutory restrictions to protect
the Commissionrsquos law enforcement and regulatory functions and to comply with
requests for confidential treatment from other law enforcement and regulatory
authorities The Office of the Whistleblower may also require you to sign a
confidentiality agreement as set forth in sect 24021F-(8)(b)(4) of this chapter before
providing these materials
sect 24021F-13 Appeals
(a) Section 21F of the Exchange Act (15 USC 78u-6) commits determinations of
whether to whom and in what amount to make awards to the Commissionrsquos discretion
A determination of whether or to whom to make an award may be appealed within 30
days after the Commission issues its final decision to the United States Court of Appeals
for the District of Columbia Circuit or to the circuit where the aggrieved person resides
or has his principal place of business Where the Commission makes an award based on
the factors set forth in sect 24021F-6 of this chapter of not less than 10 percent and not
more than 30 percent of the monetary sanctions collected in the Commission or related
action the Commissionrsquos determination regarding the amount of an award (including
the allocation of an award as between multiple whistleblowers and any factual findings
legal conclusions policy judgments or discretionary assessments involving the
Commissionrsquos consideration of the factors in sect 24021F-6 of this chapter) is not
appealable
(b) The record on appeal shall consist of the Preliminary Determination the
Final Order of the Commission and any other items from those set forth in sect 24021F-
12(a) of this chapter that either the claimant or the Commission identifies for inclusion
in the record The record on appeal shall not include any pre-decisional or internal
deliberative process materials that are prepared exclusively to assist the Commission in
deciding the claim (including the staffs Draft Final Determination in the event that the
Commissioners reviewed the claim and issued the Final Order)
sect 24021F- 14 Procedures applicable to the payment of awards
(a) Any award made pursuant to these rules will be paid from the Securities and
Exchange Commission Investor Protection Fund (the ldquoFundrdquo)
(b) A recipient of a whistleblower award is entitled to payment on the award only
to the extent that a monetary sanction is collected in the Commission action or in a
related action upon which the award is based
(c) Payment of a whistleblower award for a monetary sanction collected in a
Commission action or related action shall be made following the later of
(1) The date on which the monetary sanction is collected or
(2) The completion of the appeals process for all whistleblower award claims
arising from
(i) The Notice of Covered Action in the case of any payment of an award for a
monetary sanction collected in a Commission action or
(ii) The related action in the case of any payment of an award for a monetary
sanction collected in a related action
(d) If there are insufficient amounts available in the Fund to pay the entire
amount of an award payment within a reasonable period of time from the time for
payment specified by paragraph (c) of this section then subject to the following terms
the balance of the payment shall be paid when amounts become available in the Fund
as follows
(1) Where multiple whistleblowers are owed payments from the Fund based on
awards that do not arise from the same Notice of Covered Action (or related action)
priority in making these payments will be determined based upon the date that the
collections for which the whistleblowers are owed payments occurred If two or more of
these collections occur on the same date those whistleblowers owed payments based on
these collections will be paid on a pro rata basis until sufficient amounts become
available in the Fund to pay their entire payments
(2) Where multiple whistleblowers are owed payments from the Fund based on
awards that arise from the same Notice of Covered Action (or related action) they will
share the same payment priority and will be paid on a pro rata basis until sufficient
amounts become available in the Fund to pay their entire payments
sect 24021F-15 No amnesty
The Securities Whistleblower Incentives and Protection provisions do not provide
amnesty to individuals who provide information to the Commission The fact that you
may become a whistleblower and assist in Commission investigations and enforcement
actions does not preclude the Commission from bringing an action against you based
upon your own conduct in connection with violations of the federal securities laws If
such an action is determined to be appropriate however the Commission will take your
cooperation into consideration in accordance with its Policy Statement Concerning
Cooperation by Individuals in Investigations and Related Enforcement Actions (17 CFR
sect 20212)
sect 24021F-16 Awards to whistleblowers who engage in culpable conduct
In determining whether the required $1000000 threshold has been satisfied
(this threshold is further explained in sect 24021F-10 of this chapter) for purposes of
making any award the Commission will not take into account any monetary sanctions
that the whistleblower is ordered to pay or that are ordered against any entity whose
liability is based substantially on conduct that the whistleblower directed planned or
initiated Similarly if the Commission determines that a whistleblower is eligible for an
award any amounts that the whistleblower or such an entity pay in sanctions as a result
of the action or related actions will not be included within the calculation of the amounts
collected for purposes of making payments
sect 24021F-17 Staff communications with individuals reporting possible
securities law violations
(a) No person may take any action to impede an individual from communicating
directly with the Commission staff about a possible securities law violation including
enforcing or threatening to enforce a confidentiality agreement (other than agreements
dealing with information covered by sect 24021F-4(b)(4)(i) and sect 24021F-4(b)(4)(ii) of
this chapter related to the legal representation of a client) with respect to such
communications
(b) If you are a director officer member agent or employee of an entity that has
counsel and you have initiated communication with the Commission relating to a
possible securities law violation the staff is authorized to communicate directly with you
regarding the possible securities law violation without seeking the consent of the entityrsquos
counsel
(1) Provide explanations and other assistance in order that the staff may evaluate
and use the information that you submitted
(2) Provide all additional information in your possession that is related to the
subject matter of your submission in a complete and truthful manner through follow-up
meetings or in other forms that our staff may agree to
(3) Provide testimony or other evidence acceptable to the staff relating to
whether you are eligible or otherwise satisfy any of the conditions for an award and
(4) Enter into a confidentiality agreement in a form acceptable to the Office of
the Whistleblower covering any non-public information that the Commission provides
to you and including a provision that a violation of the agreement may lead to your
ineligibility to receive an award
(c) You are not eligible to be considered for an award if you do not satisfy the
requirements of paragraphs (a) and (b) of this section In addition you are not eligible
if
(1) You are or were at the time you acquired the original information provided to
the Commission a member officer or employee of the Commission the Department of
Justice an appropriate regulatory agency a self-regulatory organization the Public
Company Accounting Oversight Board or any law enforcement organization
(2) You are or were at the time you acquired the original information provided
to the Commission a member officer or employee of a foreign government any
political subdivision department agency or instrumentality of a foreign government or
any other foreign financial regulatory authority as that term is defined in Section
3(a)(52) of the Exchange Act (15 USC 78c(a)(52))
(3) You are convicted of a criminal violation that is related to the Commission
action or to a related action (as defined in sect 24021F-4 of this chapter) for which you
otherwise could receive an award
(4) You obtained the original information that you gave the Commission through
an audit of a companyrsquos financial statements and making a whistleblower submission
would be contrary to requirements of Section 10A of the Exchange Act (15 USC 78j-a)
(5) You are the spouse parent child or sibling of a member or employee of the
Commission or you reside in the same household as a member or employee of the
Commission
(6) You acquired the original information you gave the Commission from a
person
(i) Who is subject to paragraph (c)(4) of this section unless the information is
not excluded from that personrsquos use or you are providing the Commission with
information about possible violations involving that person or
(ii) With the intent to evade any provision of these rules or
(7) In your whistleblower submission your other dealings with the Commission
or your dealings with another authority in connection with a related action you
knowingly and willfully make any false fictitious or fraudulent statement or
representation or use any false writing or document knowing that it contains any false
fictitious or fraudulent statement or entry with intent to mislead or otherwise hinder
the Commission or another authority
sect 24021F-9 Procedures for submitting original information
(a) To be considered a whistleblower under Section 21F of the Exchange Act (15
USC 78u-6(h)) you must submit your information about a possible securities law
violation by either of these methods
(1) Online through the Commissionrsquos website located at wwwsecgov or
(2) By mailing or faxing a Form TCR (Tip Complaint or Referral) (referenced in
sect 2491800 of this chapter) to the SEC Office of the Whistleblower 100 F Street NE
Washington DC 20549-5631 Fax (703) 813-9322
(b) Further to be eligible for an award you must declare under penalty of perjury
at the time you submit your information pursuant to paragraph (a)(1) or (2) of this
section that your information is true and correct to the best of your knowledge and
belief
(c) Notwithstanding paragraphs (a) and (b) of this section if you are providing
your original information to the Commission anonymously then your attorney must
submit your information on your behalf pursuant to the procedures specified in
paragraph (a) of this section Prior to your attorneys submission you must provide
your attorney with a completed Form TCR (referenced in sect2491800 of this chapter)
that you have signed under penalty of perjury When your attorney makes her
submission on your behalf your attorney will be required to certify that he or she
(1) Has verified your identity
(2) Has reviewed your completed and signed Form TCR (referenced in sect2491800
of this chapter) for completeness and accuracy and that the information contained
therein is true correct and complete to the best of the attorneys knowledge
information and belief
(3) Has obtained your non-waivable consent to provide the Commission with
your original completed and signed Form TCR (referenced in sect2491800 of this chapter)
in the event that the Commission requests it due to concerns that you may have
knowingly and willfully made false fictitious or fraudulent statements or
representations or used any false writing or document knowing that the writing or
document contains any false fictitious or fraudulent statement or entry and
(4) Consents to be legally obligated to provide the signed Form TCR (referenced
in sect2491800 of this chapter) within seven (7) calendar days of receiving such request
from the Commission
(d) If you submitted original information in writing to the Commission after July
21 2010 (the date of enactment of the Dodd-Frank Wall Street Reform and Consumer
Protection Act) but before the effective date of these rules your submission will be
deemed to satisfy the requirements set forth in paragraphs (a) and (b) of this section If
you were an anonymous whistleblower however you must provide your attorney with a
completed and signed copy of Form TCR (referenced in sect2491800 of this chapter)
within 60 days of the effective date of these rules your attorney must retain the signed
form in his or her records and you must provide of copy of the signed form to the
Commission staff upon request by Commission staff prior to any payment of an award
to you in connection with your submission Notwithstanding the foregoing you must
follow the procedures and conditions for making a claim for a whistleblower award
described in sectsect 24021F-10 and 24021F-11 of this chapter
sect 24021F-10 Procedures for making a claim for a whistleblower
award in SEC actions that result in monetary sanctions in excess of
$1000000
(a) Whenever a Commission action results in monetary sanctions totaling more
than $1000000 the Office of the Whistleblower will cause to be published on the
Commissionrsquos website a ldquoNotice of Covered Actionrdquo Such Notice will be published
subsequent to the entry of a final judgment or order that alone or collectively with other
judgments or orders previously entered in the Commission action exceeds $1000000
or in the absence of such judgment or order subsequent to the deposit of monetary
sanctions exceeding $1000000 into a disgorgement or other fund pursuant to Section
308(b) of the Sarbanes-Oxley Act of 2002 A claimant will have ninety (90) days from
the date of the Notice of Covered Action to file a claim for an award based on that action
or the claim will be barred
(b) To file a claim for a whistleblower award you must file Form WB-APP
Application for Award for Original Information Provided Pursuant to Section 21F of
the Securities Exchange Act of 1934 (referenced in sect 2491801 of this chapter) You
must sign this form as the claimant and submit it to the Office of the Whistleblower by
mail or fax All claim forms including any attachments must be received by the Office
of the Whistleblower within ninety (90) calendar days of the date of the Notice of
Covered Action in order to be considered for an award
(c) If you provided your original information to the Commission anonymously
you must disclose your identity on the Form WB-APP (referenced in sect 2491801 of this
chapter) and your identity must be verified in a form and manner that is acceptable to
the Office of the Whistleblower prior to the payment of any award
(d) Once the time for filing any appeals of the Commissionrsquos judicial or
administrative action has expired or where an appeal has been filed after all appeals in
the action have been concluded the staff designated by the Director of the Division of
Enforcement (ldquoClaims Review Staffrdquo) will evaluate all timely whistleblower award claims
submitted on Form WB-APP (referenced in sect 2491801 of this chapter) in accordance
with the criteria set forth in these rules In connection with this process the Office of
the Whistleblower may require that you provide additional information relating to your
eligibility for an award or satisfaction of any of the conditions for an award as set forth
in sect 24021F-(8)(b) of this chapter Following that evaluation the Office of the
Whistleblower will send you a Preliminary Determination setting forth a preliminary
assessment as to whether the claim should be allowed or denied and if allowed setting
forth the proposed award percentage amount
(e) You may contest the Preliminary Determination made by the Claims Review
Staff by submitting a written response to the Office of the Whistleblower setting forth
the grounds for your objection to either the denial of an award or the proposed amount
of an award The response must be in the form and manner that the Office of the
Whistleblower shall require You may also include documentation or other evidentiary
support for the grounds advanced in your response
(1) Before determining whether to contest a Preliminary Determination you
may
(i) Within thirty (30) days of the date of the Preliminary Determination request
that the Office of the Whistleblower make available for your review the materials from
among those set forth in sect 24021F-12(a) of this chapter that formed the basis of the
Claims Review Staffrsquos Preliminary Determination
(ii) Within thirty (30) calendar days of the date of the Preliminary
Determination request a meeting with the Office of the Whistleblower however such
meetings are not required and the office may in its sole discretion decline the request
(2) If you decide to contest the Preliminary Determination you must submit
your written response and supporting materials within sixty (60) calendar days of the
date of the Preliminary Determination or if a request to review materials is made
pursuant to paragraph (e)(1) of this section then within sixty (60) calendar days of the
Office of the Whistleblower making those materials available for your review
(f) If you fail to submit a timely response pursuant to paragraph (e) of this
section then the Preliminary Determination will become the Final Order of the
Commission (except where the Preliminary Determination recommended an award in
which case the Preliminary Determination will be deemed a Proposed Final
Determination for purposes of paragraph (h) of this section) Your failure to submit a
timely response contesting a Preliminary Determination will constitute a failure to
exhaust administrative remedies and you will be prohibited from pursuing an appeal
pursuant to sect 24021F-13 of this chapter
(g) If you submit a timely response pursuant to paragraph (e) of this section
then the Claims Review Staff will consider the issues and grounds advanced in your
response along with any supporting documentation you provided and will make its
Proposed Final Determination
(h) The Office of the Whistleblower will then notify the Commission of each
Proposed Final Determination Within thirty 30 days thereafter any Commissioner
may request that the Proposed Final Determination be reviewed by the Commission If
no Commissioner requests such a review within the 30-day period then the Proposed
Final Determination will become the Final Order of the Commission In the event a
Commissioner requests a review the Commission will review the record that the staff
relied upon in making its determinations including your previous submissions to the
Office of the Whistleblower and issue its Final Order
(i) The Office of the Whistleblower will provide you with the Final Order of the
Commission
sect 24021F-11 Procedures for determining awards based upon a related
action (a) If you are eligible to receive an award following a Commission action
that results in monetary sanctions totaling more than $1000000 you also may be
eligible to receive an award based on the monetary sanctions that are collected from a
related action (as defined in sect 24021F-3 of this chapter)
(b) You must also use Form WB-APP (referenced in sect 2491801 of this chapter)
to submit a claim for an award in a related action You must sign this form as the
claimant and submit it to the Office of the Whistleblower by mail or fax as follows
(1) If a final order imposing monetary sanctions has been entered in a related
action at the time you submit your claim for an award in connection with a Commission
action you must submit your claim for an award in that related action on the same
Form WB-APP (referenced in sect 2491801 of this chapter) that you use for the
Commission action
(2) If a final order imposing monetary sanctions in a related action has not been
entered at the time you submit your claim for an award in connection with a
Commission action you must submit your claim on Form WB-APP (referenced in sect
2491801 of this chapter) within ninety (90) days of the issuance of a final order
imposing sanctions in the related action
(c) The Office of the Whistleblower may request additional information from you
in connection with your claim for an award in a related action to demonstrate that you
directly (or through the Commission) voluntarily provided the governmental agency
regulatory authority or self-regulatory organization the same original information that
led to the Commissionrsquos successful covered action and that this information led to the
successful enforcement of the related action The Office of the Whistleblower may in its
discretion seek assistance and confirmation from the other agency in making this
determination
(d) Once the time for filing any appeals of the final judgment or order in a related
action has expired or if an appeal has been filed after all appeals in the action have
been concluded the Claims Review Staff will evaluate all timely whistleblower award
claims submitted on Form WB-APP (referenced in sect 2491801 of this chapter) in
connection with the related action The evaluation will be undertaken pursuant to the
criteria set forth in these rules In connection with this process the Office of the
Whistleblower may require that you provide additional information relating to your
eligibility for an award or satisfaction of any of the conditions for an award as set forth
in sect 24021F-(8)(b) of this chapter Following this evaluation the Office of the
Whistleblower will send you a Preliminary Determination setting forth a preliminary
assessment as to whether the claim should be allowed or denied and if allowed setting
forth the proposed award percentage amount
(e) You may contest the Preliminary Determination made by the Claims Review
Staff by submitting a written response to the Office of the Whistleblower setting forth
the grounds for your objection to either the denial of an award or the proposed amount
of an award The response must be in the form and manner that the Office of the
Whistleblower shall require You may also include documentation or other evidentiary
support for the grounds advanced in your response
(1) Before determining whether to contest a Preliminary Determination you
may
(i) Within thirty (30) days of the date of the Preliminary Determination request
that the Office of the Whistleblower make available for your review the materials from
among those set forth in sect 24021F-12(a) of this chapter that formed the basis of the
Claims Review Staffrsquos Preliminary Determination
(ii) Within thirty (30) days of the date of the Preliminary Determination request
a meeting with the Office of the Whistleblower however such meetings are not required
and the office may in its sole discretion decline the request
(2) If you decide to contest the Preliminary Determination you must submit
your written response and supporting materials within sixty (60) calendar days of the
date of the Preliminary Determination or if a request to review materials is made
pursuant to paragraph (e)(1)(i) of this section then within sixty (60) calendar days of
the Office of the Whistleblower making those materials available for your review
(f) If you fail to submit a timely response pursuant to paragraph (e) of this
section then the Preliminary Determination will become the Final Order of the
Commission (except where the Preliminary Determination recommended an award in
which case the Preliminary Determination will be deemed a Proposed Final
Determination for purposes of paragraph (h) of this section) Your failure to submit a
timely response contesting a Preliminary Determination will constitute a failure to
exhaust administrative remedies and you will be prohibited from pursuing an appeal
pursuant to sect 24021F-13 of this chapter
(g) If you submit a timely response pursuant to paragraph (e) of this section
then the Claims Review Staff will consider the issues and grounds that you advanced in
your response along with any supporting documentation you provided and will make
its Proposed Final Determination
(h) The Office of the Whistleblower will notify the Commission of each Proposed
Final Determination Within thirty 30 days thereafter any Commissioner may request
that the Proposed Final Determination be reviewed by the Commission If no
Commissioner requests such a review within the 30-day period then the Proposed Final
Determination will become the Final Order of the Commission In the event a
Commissioner requests a review the Commission will review the record that the staff
relied upon in making its determinations including your previous submissions to the
Office of the Whistleblower and issue its Final Order
(i) The Office of the Whistleblower will provide you with the Final Order of the
Commission
sect 24021F-12 Materials that may form the basis of an award determination
and that may comprise the record on appeal
(a) The following items constitute the materials that the Commission and the
Claims Review Staff may rely upon to make an award determination pursuant to sectsect
24021F-10 and 24021F-11 of this chapter
(1) Any publicly available materials from the covered action or related action
including
(i) The complaint notice of hearing answers and any amendments thereto
(ii) The final judgment consent order or final administrative order
(iii) Any transcripts of the proceedings including any exhibits
(iv) Any items that appear on the docket and
(v) Any appellate decisions or orders
(2) The whistleblowerrsquos Form TCR (referenced in sect2491800 of this chapter)
including attachments and other related materials provided by the whistleblower to
assist the Commission with the investigation or examination
(3) The whistleblowerrsquos Form WB-APP (referenced in sect2491800 of this chapter)
including attachments and any other filings or submissions from the whistleblower in
support of the award application
(4) Sworn declarations (including attachments) from the Commission staff
regarding any matters relevant to the award determination
(5) With respect to an award claim involving a related action any statements or
other information that the entity provides or identifies in connection with an award
determination provided the entity has authorized the Commission to share the
information with the claimant (Neither the Commission nor the Claims Review Staff
may rely upon information that the entity has not authorized the Commission to share
with the claimant) and
(6) Any other documents or materials including sworn declarations from third-
parties that are received or obtained by the Office of the Whistleblower to assist the
Commission resolve the claimantrsquos award application including information related to
the claimantrsquos eligibility (Neither the Commission nor the Claims Review Staff may rely
upon information that the entity has not authorized the Commission to share with the
claimant)
(b) These rules do not entitle claimants to obtain from the Commission any
materials (including any pre-decisional or internal deliberative process materials that
are prepared exclusively to assist the Commission in deciding the claim) other than
those listed in paragraph (a) of this section Moreover the Office of the Whistleblower
may make redactions as necessary to comply with any statutory restrictions to protect
the Commissionrsquos law enforcement and regulatory functions and to comply with
requests for confidential treatment from other law enforcement and regulatory
authorities The Office of the Whistleblower may also require you to sign a
confidentiality agreement as set forth in sect 24021F-(8)(b)(4) of this chapter before
providing these materials
sect 24021F-13 Appeals
(a) Section 21F of the Exchange Act (15 USC 78u-6) commits determinations of
whether to whom and in what amount to make awards to the Commissionrsquos discretion
A determination of whether or to whom to make an award may be appealed within 30
days after the Commission issues its final decision to the United States Court of Appeals
for the District of Columbia Circuit or to the circuit where the aggrieved person resides
or has his principal place of business Where the Commission makes an award based on
the factors set forth in sect 24021F-6 of this chapter of not less than 10 percent and not
more than 30 percent of the monetary sanctions collected in the Commission or related
action the Commissionrsquos determination regarding the amount of an award (including
the allocation of an award as between multiple whistleblowers and any factual findings
legal conclusions policy judgments or discretionary assessments involving the
Commissionrsquos consideration of the factors in sect 24021F-6 of this chapter) is not
appealable
(b) The record on appeal shall consist of the Preliminary Determination the
Final Order of the Commission and any other items from those set forth in sect 24021F-
12(a) of this chapter that either the claimant or the Commission identifies for inclusion
in the record The record on appeal shall not include any pre-decisional or internal
deliberative process materials that are prepared exclusively to assist the Commission in
deciding the claim (including the staffs Draft Final Determination in the event that the
Commissioners reviewed the claim and issued the Final Order)
sect 24021F- 14 Procedures applicable to the payment of awards
(a) Any award made pursuant to these rules will be paid from the Securities and
Exchange Commission Investor Protection Fund (the ldquoFundrdquo)
(b) A recipient of a whistleblower award is entitled to payment on the award only
to the extent that a monetary sanction is collected in the Commission action or in a
related action upon which the award is based
(c) Payment of a whistleblower award for a monetary sanction collected in a
Commission action or related action shall be made following the later of
(1) The date on which the monetary sanction is collected or
(2) The completion of the appeals process for all whistleblower award claims
arising from
(i) The Notice of Covered Action in the case of any payment of an award for a
monetary sanction collected in a Commission action or
(ii) The related action in the case of any payment of an award for a monetary
sanction collected in a related action
(d) If there are insufficient amounts available in the Fund to pay the entire
amount of an award payment within a reasonable period of time from the time for
payment specified by paragraph (c) of this section then subject to the following terms
the balance of the payment shall be paid when amounts become available in the Fund
as follows
(1) Where multiple whistleblowers are owed payments from the Fund based on
awards that do not arise from the same Notice of Covered Action (or related action)
priority in making these payments will be determined based upon the date that the
collections for which the whistleblowers are owed payments occurred If two or more of
these collections occur on the same date those whistleblowers owed payments based on
these collections will be paid on a pro rata basis until sufficient amounts become
available in the Fund to pay their entire payments
(2) Where multiple whistleblowers are owed payments from the Fund based on
awards that arise from the same Notice of Covered Action (or related action) they will
share the same payment priority and will be paid on a pro rata basis until sufficient
amounts become available in the Fund to pay their entire payments
sect 24021F-15 No amnesty
The Securities Whistleblower Incentives and Protection provisions do not provide
amnesty to individuals who provide information to the Commission The fact that you
may become a whistleblower and assist in Commission investigations and enforcement
actions does not preclude the Commission from bringing an action against you based
upon your own conduct in connection with violations of the federal securities laws If
such an action is determined to be appropriate however the Commission will take your
cooperation into consideration in accordance with its Policy Statement Concerning
Cooperation by Individuals in Investigations and Related Enforcement Actions (17 CFR
sect 20212)
sect 24021F-16 Awards to whistleblowers who engage in culpable conduct
In determining whether the required $1000000 threshold has been satisfied
(this threshold is further explained in sect 24021F-10 of this chapter) for purposes of
making any award the Commission will not take into account any monetary sanctions
that the whistleblower is ordered to pay or that are ordered against any entity whose
liability is based substantially on conduct that the whistleblower directed planned or
initiated Similarly if the Commission determines that a whistleblower is eligible for an
award any amounts that the whistleblower or such an entity pay in sanctions as a result
of the action or related actions will not be included within the calculation of the amounts
collected for purposes of making payments
sect 24021F-17 Staff communications with individuals reporting possible
securities law violations
(a) No person may take any action to impede an individual from communicating
directly with the Commission staff about a possible securities law violation including
enforcing or threatening to enforce a confidentiality agreement (other than agreements
dealing with information covered by sect 24021F-4(b)(4)(i) and sect 24021F-4(b)(4)(ii) of
this chapter related to the legal representation of a client) with respect to such
communications
(b) If you are a director officer member agent or employee of an entity that has
counsel and you have initiated communication with the Commission relating to a
possible securities law violation the staff is authorized to communicate directly with you
regarding the possible securities law violation without seeking the consent of the entityrsquos
counsel
(6) You acquired the original information you gave the Commission from a
person
(i) Who is subject to paragraph (c)(4) of this section unless the information is
not excluded from that personrsquos use or you are providing the Commission with
information about possible violations involving that person or
(ii) With the intent to evade any provision of these rules or
(7) In your whistleblower submission your other dealings with the Commission
or your dealings with another authority in connection with a related action you
knowingly and willfully make any false fictitious or fraudulent statement or
representation or use any false writing or document knowing that it contains any false
fictitious or fraudulent statement or entry with intent to mislead or otherwise hinder
the Commission or another authority
sect 24021F-9 Procedures for submitting original information
(a) To be considered a whistleblower under Section 21F of the Exchange Act (15
USC 78u-6(h)) you must submit your information about a possible securities law
violation by either of these methods
(1) Online through the Commissionrsquos website located at wwwsecgov or
(2) By mailing or faxing a Form TCR (Tip Complaint or Referral) (referenced in
sect 2491800 of this chapter) to the SEC Office of the Whistleblower 100 F Street NE
Washington DC 20549-5631 Fax (703) 813-9322
(b) Further to be eligible for an award you must declare under penalty of perjury
at the time you submit your information pursuant to paragraph (a)(1) or (2) of this
section that your information is true and correct to the best of your knowledge and
belief
(c) Notwithstanding paragraphs (a) and (b) of this section if you are providing
your original information to the Commission anonymously then your attorney must
submit your information on your behalf pursuant to the procedures specified in
paragraph (a) of this section Prior to your attorneys submission you must provide
your attorney with a completed Form TCR (referenced in sect2491800 of this chapter)
that you have signed under penalty of perjury When your attorney makes her
submission on your behalf your attorney will be required to certify that he or she
(1) Has verified your identity
(2) Has reviewed your completed and signed Form TCR (referenced in sect2491800
of this chapter) for completeness and accuracy and that the information contained
therein is true correct and complete to the best of the attorneys knowledge
information and belief
(3) Has obtained your non-waivable consent to provide the Commission with
your original completed and signed Form TCR (referenced in sect2491800 of this chapter)
in the event that the Commission requests it due to concerns that you may have
knowingly and willfully made false fictitious or fraudulent statements or
representations or used any false writing or document knowing that the writing or
document contains any false fictitious or fraudulent statement or entry and
(4) Consents to be legally obligated to provide the signed Form TCR (referenced
in sect2491800 of this chapter) within seven (7) calendar days of receiving such request
from the Commission
(d) If you submitted original information in writing to the Commission after July
21 2010 (the date of enactment of the Dodd-Frank Wall Street Reform and Consumer
Protection Act) but before the effective date of these rules your submission will be
deemed to satisfy the requirements set forth in paragraphs (a) and (b) of this section If
you were an anonymous whistleblower however you must provide your attorney with a
completed and signed copy of Form TCR (referenced in sect2491800 of this chapter)
within 60 days of the effective date of these rules your attorney must retain the signed
form in his or her records and you must provide of copy of the signed form to the
Commission staff upon request by Commission staff prior to any payment of an award
to you in connection with your submission Notwithstanding the foregoing you must
follow the procedures and conditions for making a claim for a whistleblower award
described in sectsect 24021F-10 and 24021F-11 of this chapter
sect 24021F-10 Procedures for making a claim for a whistleblower
award in SEC actions that result in monetary sanctions in excess of
$1000000
(a) Whenever a Commission action results in monetary sanctions totaling more
than $1000000 the Office of the Whistleblower will cause to be published on the
Commissionrsquos website a ldquoNotice of Covered Actionrdquo Such Notice will be published
subsequent to the entry of a final judgment or order that alone or collectively with other
judgments or orders previously entered in the Commission action exceeds $1000000
or in the absence of such judgment or order subsequent to the deposit of monetary
sanctions exceeding $1000000 into a disgorgement or other fund pursuant to Section
308(b) of the Sarbanes-Oxley Act of 2002 A claimant will have ninety (90) days from
the date of the Notice of Covered Action to file a claim for an award based on that action
or the claim will be barred
(b) To file a claim for a whistleblower award you must file Form WB-APP
Application for Award for Original Information Provided Pursuant to Section 21F of
the Securities Exchange Act of 1934 (referenced in sect 2491801 of this chapter) You
must sign this form as the claimant and submit it to the Office of the Whistleblower by
mail or fax All claim forms including any attachments must be received by the Office
of the Whistleblower within ninety (90) calendar days of the date of the Notice of
Covered Action in order to be considered for an award
(c) If you provided your original information to the Commission anonymously
you must disclose your identity on the Form WB-APP (referenced in sect 2491801 of this
chapter) and your identity must be verified in a form and manner that is acceptable to
the Office of the Whistleblower prior to the payment of any award
(d) Once the time for filing any appeals of the Commissionrsquos judicial or
administrative action has expired or where an appeal has been filed after all appeals in
the action have been concluded the staff designated by the Director of the Division of
Enforcement (ldquoClaims Review Staffrdquo) will evaluate all timely whistleblower award claims
submitted on Form WB-APP (referenced in sect 2491801 of this chapter) in accordance
with the criteria set forth in these rules In connection with this process the Office of
the Whistleblower may require that you provide additional information relating to your
eligibility for an award or satisfaction of any of the conditions for an award as set forth
in sect 24021F-(8)(b) of this chapter Following that evaluation the Office of the
Whistleblower will send you a Preliminary Determination setting forth a preliminary
assessment as to whether the claim should be allowed or denied and if allowed setting
forth the proposed award percentage amount
(e) You may contest the Preliminary Determination made by the Claims Review
Staff by submitting a written response to the Office of the Whistleblower setting forth
the grounds for your objection to either the denial of an award or the proposed amount
of an award The response must be in the form and manner that the Office of the
Whistleblower shall require You may also include documentation or other evidentiary
support for the grounds advanced in your response
(1) Before determining whether to contest a Preliminary Determination you
may
(i) Within thirty (30) days of the date of the Preliminary Determination request
that the Office of the Whistleblower make available for your review the materials from
among those set forth in sect 24021F-12(a) of this chapter that formed the basis of the
Claims Review Staffrsquos Preliminary Determination
(ii) Within thirty (30) calendar days of the date of the Preliminary
Determination request a meeting with the Office of the Whistleblower however such
meetings are not required and the office may in its sole discretion decline the request
(2) If you decide to contest the Preliminary Determination you must submit
your written response and supporting materials within sixty (60) calendar days of the
date of the Preliminary Determination or if a request to review materials is made
pursuant to paragraph (e)(1) of this section then within sixty (60) calendar days of the
Office of the Whistleblower making those materials available for your review
(f) If you fail to submit a timely response pursuant to paragraph (e) of this
section then the Preliminary Determination will become the Final Order of the
Commission (except where the Preliminary Determination recommended an award in
which case the Preliminary Determination will be deemed a Proposed Final
Determination for purposes of paragraph (h) of this section) Your failure to submit a
timely response contesting a Preliminary Determination will constitute a failure to
exhaust administrative remedies and you will be prohibited from pursuing an appeal
pursuant to sect 24021F-13 of this chapter
(g) If you submit a timely response pursuant to paragraph (e) of this section
then the Claims Review Staff will consider the issues and grounds advanced in your
response along with any supporting documentation you provided and will make its
Proposed Final Determination
(h) The Office of the Whistleblower will then notify the Commission of each
Proposed Final Determination Within thirty 30 days thereafter any Commissioner
may request that the Proposed Final Determination be reviewed by the Commission If
no Commissioner requests such a review within the 30-day period then the Proposed
Final Determination will become the Final Order of the Commission In the event a
Commissioner requests a review the Commission will review the record that the staff
relied upon in making its determinations including your previous submissions to the
Office of the Whistleblower and issue its Final Order
(i) The Office of the Whistleblower will provide you with the Final Order of the
Commission
sect 24021F-11 Procedures for determining awards based upon a related
action (a) If you are eligible to receive an award following a Commission action
that results in monetary sanctions totaling more than $1000000 you also may be
eligible to receive an award based on the monetary sanctions that are collected from a
related action (as defined in sect 24021F-3 of this chapter)
(b) You must also use Form WB-APP (referenced in sect 2491801 of this chapter)
to submit a claim for an award in a related action You must sign this form as the
claimant and submit it to the Office of the Whistleblower by mail or fax as follows
(1) If a final order imposing monetary sanctions has been entered in a related
action at the time you submit your claim for an award in connection with a Commission
action you must submit your claim for an award in that related action on the same
Form WB-APP (referenced in sect 2491801 of this chapter) that you use for the
Commission action
(2) If a final order imposing monetary sanctions in a related action has not been
entered at the time you submit your claim for an award in connection with a
Commission action you must submit your claim on Form WB-APP (referenced in sect
2491801 of this chapter) within ninety (90) days of the issuance of a final order
imposing sanctions in the related action
(c) The Office of the Whistleblower may request additional information from you
in connection with your claim for an award in a related action to demonstrate that you
directly (or through the Commission) voluntarily provided the governmental agency
regulatory authority or self-regulatory organization the same original information that
led to the Commissionrsquos successful covered action and that this information led to the
successful enforcement of the related action The Office of the Whistleblower may in its
discretion seek assistance and confirmation from the other agency in making this
determination
(d) Once the time for filing any appeals of the final judgment or order in a related
action has expired or if an appeal has been filed after all appeals in the action have
been concluded the Claims Review Staff will evaluate all timely whistleblower award
claims submitted on Form WB-APP (referenced in sect 2491801 of this chapter) in
connection with the related action The evaluation will be undertaken pursuant to the
criteria set forth in these rules In connection with this process the Office of the
Whistleblower may require that you provide additional information relating to your
eligibility for an award or satisfaction of any of the conditions for an award as set forth
in sect 24021F-(8)(b) of this chapter Following this evaluation the Office of the
Whistleblower will send you a Preliminary Determination setting forth a preliminary
assessment as to whether the claim should be allowed or denied and if allowed setting
forth the proposed award percentage amount
(e) You may contest the Preliminary Determination made by the Claims Review
Staff by submitting a written response to the Office of the Whistleblower setting forth
the grounds for your objection to either the denial of an award or the proposed amount
of an award The response must be in the form and manner that the Office of the
Whistleblower shall require You may also include documentation or other evidentiary
support for the grounds advanced in your response
(1) Before determining whether to contest a Preliminary Determination you
may
(i) Within thirty (30) days of the date of the Preliminary Determination request
that the Office of the Whistleblower make available for your review the materials from
among those set forth in sect 24021F-12(a) of this chapter that formed the basis of the
Claims Review Staffrsquos Preliminary Determination
(ii) Within thirty (30) days of the date of the Preliminary Determination request
a meeting with the Office of the Whistleblower however such meetings are not required
and the office may in its sole discretion decline the request
(2) If you decide to contest the Preliminary Determination you must submit
your written response and supporting materials within sixty (60) calendar days of the
date of the Preliminary Determination or if a request to review materials is made
pursuant to paragraph (e)(1)(i) of this section then within sixty (60) calendar days of
the Office of the Whistleblower making those materials available for your review
(f) If you fail to submit a timely response pursuant to paragraph (e) of this
section then the Preliminary Determination will become the Final Order of the
Commission (except where the Preliminary Determination recommended an award in
which case the Preliminary Determination will be deemed a Proposed Final
Determination for purposes of paragraph (h) of this section) Your failure to submit a
timely response contesting a Preliminary Determination will constitute a failure to
exhaust administrative remedies and you will be prohibited from pursuing an appeal
pursuant to sect 24021F-13 of this chapter
(g) If you submit a timely response pursuant to paragraph (e) of this section
then the Claims Review Staff will consider the issues and grounds that you advanced in
your response along with any supporting documentation you provided and will make
its Proposed Final Determination
(h) The Office of the Whistleblower will notify the Commission of each Proposed
Final Determination Within thirty 30 days thereafter any Commissioner may request
that the Proposed Final Determination be reviewed by the Commission If no
Commissioner requests such a review within the 30-day period then the Proposed Final
Determination will become the Final Order of the Commission In the event a
Commissioner requests a review the Commission will review the record that the staff
relied upon in making its determinations including your previous submissions to the
Office of the Whistleblower and issue its Final Order
(i) The Office of the Whistleblower will provide you with the Final Order of the
Commission
sect 24021F-12 Materials that may form the basis of an award determination
and that may comprise the record on appeal
(a) The following items constitute the materials that the Commission and the
Claims Review Staff may rely upon to make an award determination pursuant to sectsect
24021F-10 and 24021F-11 of this chapter
(1) Any publicly available materials from the covered action or related action
including
(i) The complaint notice of hearing answers and any amendments thereto
(ii) The final judgment consent order or final administrative order
(iii) Any transcripts of the proceedings including any exhibits
(iv) Any items that appear on the docket and
(v) Any appellate decisions or orders
(2) The whistleblowerrsquos Form TCR (referenced in sect2491800 of this chapter)
including attachments and other related materials provided by the whistleblower to
assist the Commission with the investigation or examination
(3) The whistleblowerrsquos Form WB-APP (referenced in sect2491800 of this chapter)
including attachments and any other filings or submissions from the whistleblower in
support of the award application
(4) Sworn declarations (including attachments) from the Commission staff
regarding any matters relevant to the award determination
(5) With respect to an award claim involving a related action any statements or
other information that the entity provides or identifies in connection with an award
determination provided the entity has authorized the Commission to share the
information with the claimant (Neither the Commission nor the Claims Review Staff
may rely upon information that the entity has not authorized the Commission to share
with the claimant) and
(6) Any other documents or materials including sworn declarations from third-
parties that are received or obtained by the Office of the Whistleblower to assist the
Commission resolve the claimantrsquos award application including information related to
the claimantrsquos eligibility (Neither the Commission nor the Claims Review Staff may rely
upon information that the entity has not authorized the Commission to share with the
claimant)
(b) These rules do not entitle claimants to obtain from the Commission any
materials (including any pre-decisional or internal deliberative process materials that
are prepared exclusively to assist the Commission in deciding the claim) other than
those listed in paragraph (a) of this section Moreover the Office of the Whistleblower
may make redactions as necessary to comply with any statutory restrictions to protect
the Commissionrsquos law enforcement and regulatory functions and to comply with
requests for confidential treatment from other law enforcement and regulatory
authorities The Office of the Whistleblower may also require you to sign a
confidentiality agreement as set forth in sect 24021F-(8)(b)(4) of this chapter before
providing these materials
sect 24021F-13 Appeals
(a) Section 21F of the Exchange Act (15 USC 78u-6) commits determinations of
whether to whom and in what amount to make awards to the Commissionrsquos discretion
A determination of whether or to whom to make an award may be appealed within 30
days after the Commission issues its final decision to the United States Court of Appeals
for the District of Columbia Circuit or to the circuit where the aggrieved person resides
or has his principal place of business Where the Commission makes an award based on
the factors set forth in sect 24021F-6 of this chapter of not less than 10 percent and not
more than 30 percent of the monetary sanctions collected in the Commission or related
action the Commissionrsquos determination regarding the amount of an award (including
the allocation of an award as between multiple whistleblowers and any factual findings
legal conclusions policy judgments or discretionary assessments involving the
Commissionrsquos consideration of the factors in sect 24021F-6 of this chapter) is not
appealable
(b) The record on appeal shall consist of the Preliminary Determination the
Final Order of the Commission and any other items from those set forth in sect 24021F-
12(a) of this chapter that either the claimant or the Commission identifies for inclusion
in the record The record on appeal shall not include any pre-decisional or internal
deliberative process materials that are prepared exclusively to assist the Commission in
deciding the claim (including the staffs Draft Final Determination in the event that the
Commissioners reviewed the claim and issued the Final Order)
sect 24021F- 14 Procedures applicable to the payment of awards
(a) Any award made pursuant to these rules will be paid from the Securities and
Exchange Commission Investor Protection Fund (the ldquoFundrdquo)
(b) A recipient of a whistleblower award is entitled to payment on the award only
to the extent that a monetary sanction is collected in the Commission action or in a
related action upon which the award is based
(c) Payment of a whistleblower award for a monetary sanction collected in a
Commission action or related action shall be made following the later of
(1) The date on which the monetary sanction is collected or
(2) The completion of the appeals process for all whistleblower award claims
arising from
(i) The Notice of Covered Action in the case of any payment of an award for a
monetary sanction collected in a Commission action or
(ii) The related action in the case of any payment of an award for a monetary
sanction collected in a related action
(d) If there are insufficient amounts available in the Fund to pay the entire
amount of an award payment within a reasonable period of time from the time for
payment specified by paragraph (c) of this section then subject to the following terms
the balance of the payment shall be paid when amounts become available in the Fund
as follows
(1) Where multiple whistleblowers are owed payments from the Fund based on
awards that do not arise from the same Notice of Covered Action (or related action)
priority in making these payments will be determined based upon the date that the
collections for which the whistleblowers are owed payments occurred If two or more of
these collections occur on the same date those whistleblowers owed payments based on
these collections will be paid on a pro rata basis until sufficient amounts become
available in the Fund to pay their entire payments
(2) Where multiple whistleblowers are owed payments from the Fund based on
awards that arise from the same Notice of Covered Action (or related action) they will
share the same payment priority and will be paid on a pro rata basis until sufficient
amounts become available in the Fund to pay their entire payments
sect 24021F-15 No amnesty
The Securities Whistleblower Incentives and Protection provisions do not provide
amnesty to individuals who provide information to the Commission The fact that you
may become a whistleblower and assist in Commission investigations and enforcement
actions does not preclude the Commission from bringing an action against you based
upon your own conduct in connection with violations of the federal securities laws If
such an action is determined to be appropriate however the Commission will take your
cooperation into consideration in accordance with its Policy Statement Concerning
Cooperation by Individuals in Investigations and Related Enforcement Actions (17 CFR
sect 20212)
sect 24021F-16 Awards to whistleblowers who engage in culpable conduct
In determining whether the required $1000000 threshold has been satisfied
(this threshold is further explained in sect 24021F-10 of this chapter) for purposes of
making any award the Commission will not take into account any monetary sanctions
that the whistleblower is ordered to pay or that are ordered against any entity whose
liability is based substantially on conduct that the whistleblower directed planned or
initiated Similarly if the Commission determines that a whistleblower is eligible for an
award any amounts that the whistleblower or such an entity pay in sanctions as a result
of the action or related actions will not be included within the calculation of the amounts
collected for purposes of making payments
sect 24021F-17 Staff communications with individuals reporting possible
securities law violations
(a) No person may take any action to impede an individual from communicating
directly with the Commission staff about a possible securities law violation including
enforcing or threatening to enforce a confidentiality agreement (other than agreements
dealing with information covered by sect 24021F-4(b)(4)(i) and sect 24021F-4(b)(4)(ii) of
this chapter related to the legal representation of a client) with respect to such
communications
(b) If you are a director officer member agent or employee of an entity that has
counsel and you have initiated communication with the Commission relating to a
possible securities law violation the staff is authorized to communicate directly with you
regarding the possible securities law violation without seeking the consent of the entityrsquos
counsel
(1) Has verified your identity
(2) Has reviewed your completed and signed Form TCR (referenced in sect2491800
of this chapter) for completeness and accuracy and that the information contained
therein is true correct and complete to the best of the attorneys knowledge
information and belief
(3) Has obtained your non-waivable consent to provide the Commission with
your original completed and signed Form TCR (referenced in sect2491800 of this chapter)
in the event that the Commission requests it due to concerns that you may have
knowingly and willfully made false fictitious or fraudulent statements or
representations or used any false writing or document knowing that the writing or
document contains any false fictitious or fraudulent statement or entry and
(4) Consents to be legally obligated to provide the signed Form TCR (referenced
in sect2491800 of this chapter) within seven (7) calendar days of receiving such request
from the Commission
(d) If you submitted original information in writing to the Commission after July
21 2010 (the date of enactment of the Dodd-Frank Wall Street Reform and Consumer
Protection Act) but before the effective date of these rules your submission will be
deemed to satisfy the requirements set forth in paragraphs (a) and (b) of this section If
you were an anonymous whistleblower however you must provide your attorney with a
completed and signed copy of Form TCR (referenced in sect2491800 of this chapter)
within 60 days of the effective date of these rules your attorney must retain the signed
form in his or her records and you must provide of copy of the signed form to the
Commission staff upon request by Commission staff prior to any payment of an award
to you in connection with your submission Notwithstanding the foregoing you must
follow the procedures and conditions for making a claim for a whistleblower award
described in sectsect 24021F-10 and 24021F-11 of this chapter
sect 24021F-10 Procedures for making a claim for a whistleblower
award in SEC actions that result in monetary sanctions in excess of
$1000000
(a) Whenever a Commission action results in monetary sanctions totaling more
than $1000000 the Office of the Whistleblower will cause to be published on the
Commissionrsquos website a ldquoNotice of Covered Actionrdquo Such Notice will be published
subsequent to the entry of a final judgment or order that alone or collectively with other
judgments or orders previously entered in the Commission action exceeds $1000000
or in the absence of such judgment or order subsequent to the deposit of monetary
sanctions exceeding $1000000 into a disgorgement or other fund pursuant to Section
308(b) of the Sarbanes-Oxley Act of 2002 A claimant will have ninety (90) days from
the date of the Notice of Covered Action to file a claim for an award based on that action
or the claim will be barred
(b) To file a claim for a whistleblower award you must file Form WB-APP
Application for Award for Original Information Provided Pursuant to Section 21F of
the Securities Exchange Act of 1934 (referenced in sect 2491801 of this chapter) You
must sign this form as the claimant and submit it to the Office of the Whistleblower by
mail or fax All claim forms including any attachments must be received by the Office
of the Whistleblower within ninety (90) calendar days of the date of the Notice of
Covered Action in order to be considered for an award
(c) If you provided your original information to the Commission anonymously
you must disclose your identity on the Form WB-APP (referenced in sect 2491801 of this
chapter) and your identity must be verified in a form and manner that is acceptable to
the Office of the Whistleblower prior to the payment of any award
(d) Once the time for filing any appeals of the Commissionrsquos judicial or
administrative action has expired or where an appeal has been filed after all appeals in
the action have been concluded the staff designated by the Director of the Division of
Enforcement (ldquoClaims Review Staffrdquo) will evaluate all timely whistleblower award claims
submitted on Form WB-APP (referenced in sect 2491801 of this chapter) in accordance
with the criteria set forth in these rules In connection with this process the Office of
the Whistleblower may require that you provide additional information relating to your
eligibility for an award or satisfaction of any of the conditions for an award as set forth
in sect 24021F-(8)(b) of this chapter Following that evaluation the Office of the
Whistleblower will send you a Preliminary Determination setting forth a preliminary
assessment as to whether the claim should be allowed or denied and if allowed setting
forth the proposed award percentage amount
(e) You may contest the Preliminary Determination made by the Claims Review
Staff by submitting a written response to the Office of the Whistleblower setting forth
the grounds for your objection to either the denial of an award or the proposed amount
of an award The response must be in the form and manner that the Office of the
Whistleblower shall require You may also include documentation or other evidentiary
support for the grounds advanced in your response
(1) Before determining whether to contest a Preliminary Determination you
may
(i) Within thirty (30) days of the date of the Preliminary Determination request
that the Office of the Whistleblower make available for your review the materials from
among those set forth in sect 24021F-12(a) of this chapter that formed the basis of the
Claims Review Staffrsquos Preliminary Determination
(ii) Within thirty (30) calendar days of the date of the Preliminary
Determination request a meeting with the Office of the Whistleblower however such
meetings are not required and the office may in its sole discretion decline the request
(2) If you decide to contest the Preliminary Determination you must submit
your written response and supporting materials within sixty (60) calendar days of the
date of the Preliminary Determination or if a request to review materials is made
pursuant to paragraph (e)(1) of this section then within sixty (60) calendar days of the
Office of the Whistleblower making those materials available for your review
(f) If you fail to submit a timely response pursuant to paragraph (e) of this
section then the Preliminary Determination will become the Final Order of the
Commission (except where the Preliminary Determination recommended an award in
which case the Preliminary Determination will be deemed a Proposed Final
Determination for purposes of paragraph (h) of this section) Your failure to submit a
timely response contesting a Preliminary Determination will constitute a failure to
exhaust administrative remedies and you will be prohibited from pursuing an appeal
pursuant to sect 24021F-13 of this chapter
(g) If you submit a timely response pursuant to paragraph (e) of this section
then the Claims Review Staff will consider the issues and grounds advanced in your
response along with any supporting documentation you provided and will make its
Proposed Final Determination
(h) The Office of the Whistleblower will then notify the Commission of each
Proposed Final Determination Within thirty 30 days thereafter any Commissioner
may request that the Proposed Final Determination be reviewed by the Commission If
no Commissioner requests such a review within the 30-day period then the Proposed
Final Determination will become the Final Order of the Commission In the event a
Commissioner requests a review the Commission will review the record that the staff
relied upon in making its determinations including your previous submissions to the
Office of the Whistleblower and issue its Final Order
(i) The Office of the Whistleblower will provide you with the Final Order of the
Commission
sect 24021F-11 Procedures for determining awards based upon a related
action (a) If you are eligible to receive an award following a Commission action
that results in monetary sanctions totaling more than $1000000 you also may be
eligible to receive an award based on the monetary sanctions that are collected from a
related action (as defined in sect 24021F-3 of this chapter)
(b) You must also use Form WB-APP (referenced in sect 2491801 of this chapter)
to submit a claim for an award in a related action You must sign this form as the
claimant and submit it to the Office of the Whistleblower by mail or fax as follows
(1) If a final order imposing monetary sanctions has been entered in a related
action at the time you submit your claim for an award in connection with a Commission
action you must submit your claim for an award in that related action on the same
Form WB-APP (referenced in sect 2491801 of this chapter) that you use for the
Commission action
(2) If a final order imposing monetary sanctions in a related action has not been
entered at the time you submit your claim for an award in connection with a
Commission action you must submit your claim on Form WB-APP (referenced in sect
2491801 of this chapter) within ninety (90) days of the issuance of a final order
imposing sanctions in the related action
(c) The Office of the Whistleblower may request additional information from you
in connection with your claim for an award in a related action to demonstrate that you
directly (or through the Commission) voluntarily provided the governmental agency
regulatory authority or self-regulatory organization the same original information that
led to the Commissionrsquos successful covered action and that this information led to the
successful enforcement of the related action The Office of the Whistleblower may in its
discretion seek assistance and confirmation from the other agency in making this
determination
(d) Once the time for filing any appeals of the final judgment or order in a related
action has expired or if an appeal has been filed after all appeals in the action have
been concluded the Claims Review Staff will evaluate all timely whistleblower award
claims submitted on Form WB-APP (referenced in sect 2491801 of this chapter) in
connection with the related action The evaluation will be undertaken pursuant to the
criteria set forth in these rules In connection with this process the Office of the
Whistleblower may require that you provide additional information relating to your
eligibility for an award or satisfaction of any of the conditions for an award as set forth
in sect 24021F-(8)(b) of this chapter Following this evaluation the Office of the
Whistleblower will send you a Preliminary Determination setting forth a preliminary
assessment as to whether the claim should be allowed or denied and if allowed setting
forth the proposed award percentage amount
(e) You may contest the Preliminary Determination made by the Claims Review
Staff by submitting a written response to the Office of the Whistleblower setting forth
the grounds for your objection to either the denial of an award or the proposed amount
of an award The response must be in the form and manner that the Office of the
Whistleblower shall require You may also include documentation or other evidentiary
support for the grounds advanced in your response
(1) Before determining whether to contest a Preliminary Determination you
may
(i) Within thirty (30) days of the date of the Preliminary Determination request
that the Office of the Whistleblower make available for your review the materials from
among those set forth in sect 24021F-12(a) of this chapter that formed the basis of the
Claims Review Staffrsquos Preliminary Determination
(ii) Within thirty (30) days of the date of the Preliminary Determination request
a meeting with the Office of the Whistleblower however such meetings are not required
and the office may in its sole discretion decline the request
(2) If you decide to contest the Preliminary Determination you must submit
your written response and supporting materials within sixty (60) calendar days of the
date of the Preliminary Determination or if a request to review materials is made
pursuant to paragraph (e)(1)(i) of this section then within sixty (60) calendar days of
the Office of the Whistleblower making those materials available for your review
(f) If you fail to submit a timely response pursuant to paragraph (e) of this
section then the Preliminary Determination will become the Final Order of the
Commission (except where the Preliminary Determination recommended an award in
which case the Preliminary Determination will be deemed a Proposed Final
Determination for purposes of paragraph (h) of this section) Your failure to submit a
timely response contesting a Preliminary Determination will constitute a failure to
exhaust administrative remedies and you will be prohibited from pursuing an appeal
pursuant to sect 24021F-13 of this chapter
(g) If you submit a timely response pursuant to paragraph (e) of this section
then the Claims Review Staff will consider the issues and grounds that you advanced in
your response along with any supporting documentation you provided and will make
its Proposed Final Determination
(h) The Office of the Whistleblower will notify the Commission of each Proposed
Final Determination Within thirty 30 days thereafter any Commissioner may request
that the Proposed Final Determination be reviewed by the Commission If no
Commissioner requests such a review within the 30-day period then the Proposed Final
Determination will become the Final Order of the Commission In the event a
Commissioner requests a review the Commission will review the record that the staff
relied upon in making its determinations including your previous submissions to the
Office of the Whistleblower and issue its Final Order
(i) The Office of the Whistleblower will provide you with the Final Order of the
Commission
sect 24021F-12 Materials that may form the basis of an award determination
and that may comprise the record on appeal
(a) The following items constitute the materials that the Commission and the
Claims Review Staff may rely upon to make an award determination pursuant to sectsect
24021F-10 and 24021F-11 of this chapter
(1) Any publicly available materials from the covered action or related action
including
(i) The complaint notice of hearing answers and any amendments thereto
(ii) The final judgment consent order or final administrative order
(iii) Any transcripts of the proceedings including any exhibits
(iv) Any items that appear on the docket and
(v) Any appellate decisions or orders
(2) The whistleblowerrsquos Form TCR (referenced in sect2491800 of this chapter)
including attachments and other related materials provided by the whistleblower to
assist the Commission with the investigation or examination
(3) The whistleblowerrsquos Form WB-APP (referenced in sect2491800 of this chapter)
including attachments and any other filings or submissions from the whistleblower in
support of the award application
(4) Sworn declarations (including attachments) from the Commission staff
regarding any matters relevant to the award determination
(5) With respect to an award claim involving a related action any statements or
other information that the entity provides or identifies in connection with an award
determination provided the entity has authorized the Commission to share the
information with the claimant (Neither the Commission nor the Claims Review Staff
may rely upon information that the entity has not authorized the Commission to share
with the claimant) and
(6) Any other documents or materials including sworn declarations from third-
parties that are received or obtained by the Office of the Whistleblower to assist the
Commission resolve the claimantrsquos award application including information related to
the claimantrsquos eligibility (Neither the Commission nor the Claims Review Staff may rely
upon information that the entity has not authorized the Commission to share with the
claimant)
(b) These rules do not entitle claimants to obtain from the Commission any
materials (including any pre-decisional or internal deliberative process materials that
are prepared exclusively to assist the Commission in deciding the claim) other than
those listed in paragraph (a) of this section Moreover the Office of the Whistleblower
may make redactions as necessary to comply with any statutory restrictions to protect
the Commissionrsquos law enforcement and regulatory functions and to comply with
requests for confidential treatment from other law enforcement and regulatory
authorities The Office of the Whistleblower may also require you to sign a
confidentiality agreement as set forth in sect 24021F-(8)(b)(4) of this chapter before
providing these materials
sect 24021F-13 Appeals
(a) Section 21F of the Exchange Act (15 USC 78u-6) commits determinations of
whether to whom and in what amount to make awards to the Commissionrsquos discretion
A determination of whether or to whom to make an award may be appealed within 30
days after the Commission issues its final decision to the United States Court of Appeals
for the District of Columbia Circuit or to the circuit where the aggrieved person resides
or has his principal place of business Where the Commission makes an award based on
the factors set forth in sect 24021F-6 of this chapter of not less than 10 percent and not
more than 30 percent of the monetary sanctions collected in the Commission or related
action the Commissionrsquos determination regarding the amount of an award (including
the allocation of an award as between multiple whistleblowers and any factual findings
legal conclusions policy judgments or discretionary assessments involving the
Commissionrsquos consideration of the factors in sect 24021F-6 of this chapter) is not
appealable
(b) The record on appeal shall consist of the Preliminary Determination the
Final Order of the Commission and any other items from those set forth in sect 24021F-
12(a) of this chapter that either the claimant or the Commission identifies for inclusion
in the record The record on appeal shall not include any pre-decisional or internal
deliberative process materials that are prepared exclusively to assist the Commission in
deciding the claim (including the staffs Draft Final Determination in the event that the
Commissioners reviewed the claim and issued the Final Order)
sect 24021F- 14 Procedures applicable to the payment of awards
(a) Any award made pursuant to these rules will be paid from the Securities and
Exchange Commission Investor Protection Fund (the ldquoFundrdquo)
(b) A recipient of a whistleblower award is entitled to payment on the award only
to the extent that a monetary sanction is collected in the Commission action or in a
related action upon which the award is based
(c) Payment of a whistleblower award for a monetary sanction collected in a
Commission action or related action shall be made following the later of
(1) The date on which the monetary sanction is collected or
(2) The completion of the appeals process for all whistleblower award claims
arising from
(i) The Notice of Covered Action in the case of any payment of an award for a
monetary sanction collected in a Commission action or
(ii) The related action in the case of any payment of an award for a monetary
sanction collected in a related action
(d) If there are insufficient amounts available in the Fund to pay the entire
amount of an award payment within a reasonable period of time from the time for
payment specified by paragraph (c) of this section then subject to the following terms
the balance of the payment shall be paid when amounts become available in the Fund
as follows
(1) Where multiple whistleblowers are owed payments from the Fund based on
awards that do not arise from the same Notice of Covered Action (or related action)
priority in making these payments will be determined based upon the date that the
collections for which the whistleblowers are owed payments occurred If two or more of
these collections occur on the same date those whistleblowers owed payments based on
these collections will be paid on a pro rata basis until sufficient amounts become
available in the Fund to pay their entire payments
(2) Where multiple whistleblowers are owed payments from the Fund based on
awards that arise from the same Notice of Covered Action (or related action) they will
share the same payment priority and will be paid on a pro rata basis until sufficient
amounts become available in the Fund to pay their entire payments
sect 24021F-15 No amnesty
The Securities Whistleblower Incentives and Protection provisions do not provide
amnesty to individuals who provide information to the Commission The fact that you
may become a whistleblower and assist in Commission investigations and enforcement
actions does not preclude the Commission from bringing an action against you based
upon your own conduct in connection with violations of the federal securities laws If
such an action is determined to be appropriate however the Commission will take your
cooperation into consideration in accordance with its Policy Statement Concerning
Cooperation by Individuals in Investigations and Related Enforcement Actions (17 CFR
sect 20212)
sect 24021F-16 Awards to whistleblowers who engage in culpable conduct
In determining whether the required $1000000 threshold has been satisfied
(this threshold is further explained in sect 24021F-10 of this chapter) for purposes of
making any award the Commission will not take into account any monetary sanctions
that the whistleblower is ordered to pay or that are ordered against any entity whose
liability is based substantially on conduct that the whistleblower directed planned or
initiated Similarly if the Commission determines that a whistleblower is eligible for an
award any amounts that the whistleblower or such an entity pay in sanctions as a result
of the action or related actions will not be included within the calculation of the amounts
collected for purposes of making payments
sect 24021F-17 Staff communications with individuals reporting possible
securities law violations
(a) No person may take any action to impede an individual from communicating
directly with the Commission staff about a possible securities law violation including
enforcing or threatening to enforce a confidentiality agreement (other than agreements
dealing with information covered by sect 24021F-4(b)(4)(i) and sect 24021F-4(b)(4)(ii) of
this chapter related to the legal representation of a client) with respect to such
communications
(b) If you are a director officer member agent or employee of an entity that has
counsel and you have initiated communication with the Commission relating to a
possible securities law violation the staff is authorized to communicate directly with you
regarding the possible securities law violation without seeking the consent of the entityrsquos
counsel
sect 24021F-10 Procedures for making a claim for a whistleblower
award in SEC actions that result in monetary sanctions in excess of
$1000000
(a) Whenever a Commission action results in monetary sanctions totaling more
than $1000000 the Office of the Whistleblower will cause to be published on the
Commissionrsquos website a ldquoNotice of Covered Actionrdquo Such Notice will be published
subsequent to the entry of a final judgment or order that alone or collectively with other
judgments or orders previously entered in the Commission action exceeds $1000000
or in the absence of such judgment or order subsequent to the deposit of monetary
sanctions exceeding $1000000 into a disgorgement or other fund pursuant to Section
308(b) of the Sarbanes-Oxley Act of 2002 A claimant will have ninety (90) days from
the date of the Notice of Covered Action to file a claim for an award based on that action
or the claim will be barred
(b) To file a claim for a whistleblower award you must file Form WB-APP
Application for Award for Original Information Provided Pursuant to Section 21F of
the Securities Exchange Act of 1934 (referenced in sect 2491801 of this chapter) You
must sign this form as the claimant and submit it to the Office of the Whistleblower by
mail or fax All claim forms including any attachments must be received by the Office
of the Whistleblower within ninety (90) calendar days of the date of the Notice of
Covered Action in order to be considered for an award
(c) If you provided your original information to the Commission anonymously
you must disclose your identity on the Form WB-APP (referenced in sect 2491801 of this
chapter) and your identity must be verified in a form and manner that is acceptable to
the Office of the Whistleblower prior to the payment of any award
(d) Once the time for filing any appeals of the Commissionrsquos judicial or
administrative action has expired or where an appeal has been filed after all appeals in
the action have been concluded the staff designated by the Director of the Division of
Enforcement (ldquoClaims Review Staffrdquo) will evaluate all timely whistleblower award claims
submitted on Form WB-APP (referenced in sect 2491801 of this chapter) in accordance
with the criteria set forth in these rules In connection with this process the Office of
the Whistleblower may require that you provide additional information relating to your
eligibility for an award or satisfaction of any of the conditions for an award as set forth
in sect 24021F-(8)(b) of this chapter Following that evaluation the Office of the
Whistleblower will send you a Preliminary Determination setting forth a preliminary
assessment as to whether the claim should be allowed or denied and if allowed setting
forth the proposed award percentage amount
(e) You may contest the Preliminary Determination made by the Claims Review
Staff by submitting a written response to the Office of the Whistleblower setting forth
the grounds for your objection to either the denial of an award or the proposed amount
of an award The response must be in the form and manner that the Office of the
Whistleblower shall require You may also include documentation or other evidentiary
support for the grounds advanced in your response
(1) Before determining whether to contest a Preliminary Determination you
may
(i) Within thirty (30) days of the date of the Preliminary Determination request
that the Office of the Whistleblower make available for your review the materials from
among those set forth in sect 24021F-12(a) of this chapter that formed the basis of the
Claims Review Staffrsquos Preliminary Determination
(ii) Within thirty (30) calendar days of the date of the Preliminary
Determination request a meeting with the Office of the Whistleblower however such
meetings are not required and the office may in its sole discretion decline the request
(2) If you decide to contest the Preliminary Determination you must submit
your written response and supporting materials within sixty (60) calendar days of the
date of the Preliminary Determination or if a request to review materials is made
pursuant to paragraph (e)(1) of this section then within sixty (60) calendar days of the
Office of the Whistleblower making those materials available for your review
(f) If you fail to submit a timely response pursuant to paragraph (e) of this
section then the Preliminary Determination will become the Final Order of the
Commission (except where the Preliminary Determination recommended an award in
which case the Preliminary Determination will be deemed a Proposed Final
Determination for purposes of paragraph (h) of this section) Your failure to submit a
timely response contesting a Preliminary Determination will constitute a failure to
exhaust administrative remedies and you will be prohibited from pursuing an appeal
pursuant to sect 24021F-13 of this chapter
(g) If you submit a timely response pursuant to paragraph (e) of this section
then the Claims Review Staff will consider the issues and grounds advanced in your
response along with any supporting documentation you provided and will make its
Proposed Final Determination
(h) The Office of the Whistleblower will then notify the Commission of each
Proposed Final Determination Within thirty 30 days thereafter any Commissioner
may request that the Proposed Final Determination be reviewed by the Commission If
no Commissioner requests such a review within the 30-day period then the Proposed
Final Determination will become the Final Order of the Commission In the event a
Commissioner requests a review the Commission will review the record that the staff
relied upon in making its determinations including your previous submissions to the
Office of the Whistleblower and issue its Final Order
(i) The Office of the Whistleblower will provide you with the Final Order of the
Commission
sect 24021F-11 Procedures for determining awards based upon a related
action (a) If you are eligible to receive an award following a Commission action
that results in monetary sanctions totaling more than $1000000 you also may be
eligible to receive an award based on the monetary sanctions that are collected from a
related action (as defined in sect 24021F-3 of this chapter)
(b) You must also use Form WB-APP (referenced in sect 2491801 of this chapter)
to submit a claim for an award in a related action You must sign this form as the
claimant and submit it to the Office of the Whistleblower by mail or fax as follows
(1) If a final order imposing monetary sanctions has been entered in a related
action at the time you submit your claim for an award in connection with a Commission
action you must submit your claim for an award in that related action on the same
Form WB-APP (referenced in sect 2491801 of this chapter) that you use for the
Commission action
(2) If a final order imposing monetary sanctions in a related action has not been
entered at the time you submit your claim for an award in connection with a
Commission action you must submit your claim on Form WB-APP (referenced in sect
2491801 of this chapter) within ninety (90) days of the issuance of a final order
imposing sanctions in the related action
(c) The Office of the Whistleblower may request additional information from you
in connection with your claim for an award in a related action to demonstrate that you
directly (or through the Commission) voluntarily provided the governmental agency
regulatory authority or self-regulatory organization the same original information that
led to the Commissionrsquos successful covered action and that this information led to the
successful enforcement of the related action The Office of the Whistleblower may in its
discretion seek assistance and confirmation from the other agency in making this
determination
(d) Once the time for filing any appeals of the final judgment or order in a related
action has expired or if an appeal has been filed after all appeals in the action have
been concluded the Claims Review Staff will evaluate all timely whistleblower award
claims submitted on Form WB-APP (referenced in sect 2491801 of this chapter) in
connection with the related action The evaluation will be undertaken pursuant to the
criteria set forth in these rules In connection with this process the Office of the
Whistleblower may require that you provide additional information relating to your
eligibility for an award or satisfaction of any of the conditions for an award as set forth
in sect 24021F-(8)(b) of this chapter Following this evaluation the Office of the
Whistleblower will send you a Preliminary Determination setting forth a preliminary
assessment as to whether the claim should be allowed or denied and if allowed setting
forth the proposed award percentage amount
(e) You may contest the Preliminary Determination made by the Claims Review
Staff by submitting a written response to the Office of the Whistleblower setting forth
the grounds for your objection to either the denial of an award or the proposed amount
of an award The response must be in the form and manner that the Office of the
Whistleblower shall require You may also include documentation or other evidentiary
support for the grounds advanced in your response
(1) Before determining whether to contest a Preliminary Determination you
may
(i) Within thirty (30) days of the date of the Preliminary Determination request
that the Office of the Whistleblower make available for your review the materials from
among those set forth in sect 24021F-12(a) of this chapter that formed the basis of the
Claims Review Staffrsquos Preliminary Determination
(ii) Within thirty (30) days of the date of the Preliminary Determination request
a meeting with the Office of the Whistleblower however such meetings are not required
and the office may in its sole discretion decline the request
(2) If you decide to contest the Preliminary Determination you must submit
your written response and supporting materials within sixty (60) calendar days of the
date of the Preliminary Determination or if a request to review materials is made
pursuant to paragraph (e)(1)(i) of this section then within sixty (60) calendar days of
the Office of the Whistleblower making those materials available for your review
(f) If you fail to submit a timely response pursuant to paragraph (e) of this
section then the Preliminary Determination will become the Final Order of the
Commission (except where the Preliminary Determination recommended an award in
which case the Preliminary Determination will be deemed a Proposed Final
Determination for purposes of paragraph (h) of this section) Your failure to submit a
timely response contesting a Preliminary Determination will constitute a failure to
exhaust administrative remedies and you will be prohibited from pursuing an appeal
pursuant to sect 24021F-13 of this chapter
(g) If you submit a timely response pursuant to paragraph (e) of this section
then the Claims Review Staff will consider the issues and grounds that you advanced in
your response along with any supporting documentation you provided and will make
its Proposed Final Determination
(h) The Office of the Whistleblower will notify the Commission of each Proposed
Final Determination Within thirty 30 days thereafter any Commissioner may request
that the Proposed Final Determination be reviewed by the Commission If no
Commissioner requests such a review within the 30-day period then the Proposed Final
Determination will become the Final Order of the Commission In the event a
Commissioner requests a review the Commission will review the record that the staff
relied upon in making its determinations including your previous submissions to the
Office of the Whistleblower and issue its Final Order
(i) The Office of the Whistleblower will provide you with the Final Order of the
Commission
sect 24021F-12 Materials that may form the basis of an award determination
and that may comprise the record on appeal
(a) The following items constitute the materials that the Commission and the
Claims Review Staff may rely upon to make an award determination pursuant to sectsect
24021F-10 and 24021F-11 of this chapter
(1) Any publicly available materials from the covered action or related action
including
(i) The complaint notice of hearing answers and any amendments thereto
(ii) The final judgment consent order or final administrative order
(iii) Any transcripts of the proceedings including any exhibits
(iv) Any items that appear on the docket and
(v) Any appellate decisions or orders
(2) The whistleblowerrsquos Form TCR (referenced in sect2491800 of this chapter)
including attachments and other related materials provided by the whistleblower to
assist the Commission with the investigation or examination
(3) The whistleblowerrsquos Form WB-APP (referenced in sect2491800 of this chapter)
including attachments and any other filings or submissions from the whistleblower in
support of the award application
(4) Sworn declarations (including attachments) from the Commission staff
regarding any matters relevant to the award determination
(5) With respect to an award claim involving a related action any statements or
other information that the entity provides or identifies in connection with an award
determination provided the entity has authorized the Commission to share the
information with the claimant (Neither the Commission nor the Claims Review Staff
may rely upon information that the entity has not authorized the Commission to share
with the claimant) and
(6) Any other documents or materials including sworn declarations from third-
parties that are received or obtained by the Office of the Whistleblower to assist the
Commission resolve the claimantrsquos award application including information related to
the claimantrsquos eligibility (Neither the Commission nor the Claims Review Staff may rely
upon information that the entity has not authorized the Commission to share with the
claimant)
(b) These rules do not entitle claimants to obtain from the Commission any
materials (including any pre-decisional or internal deliberative process materials that
are prepared exclusively to assist the Commission in deciding the claim) other than
those listed in paragraph (a) of this section Moreover the Office of the Whistleblower
may make redactions as necessary to comply with any statutory restrictions to protect
the Commissionrsquos law enforcement and regulatory functions and to comply with
requests for confidential treatment from other law enforcement and regulatory
authorities The Office of the Whistleblower may also require you to sign a
confidentiality agreement as set forth in sect 24021F-(8)(b)(4) of this chapter before
providing these materials
sect 24021F-13 Appeals
(a) Section 21F of the Exchange Act (15 USC 78u-6) commits determinations of
whether to whom and in what amount to make awards to the Commissionrsquos discretion
A determination of whether or to whom to make an award may be appealed within 30
days after the Commission issues its final decision to the United States Court of Appeals
for the District of Columbia Circuit or to the circuit where the aggrieved person resides
or has his principal place of business Where the Commission makes an award based on
the factors set forth in sect 24021F-6 of this chapter of not less than 10 percent and not
more than 30 percent of the monetary sanctions collected in the Commission or related
action the Commissionrsquos determination regarding the amount of an award (including
the allocation of an award as between multiple whistleblowers and any factual findings
legal conclusions policy judgments or discretionary assessments involving the
Commissionrsquos consideration of the factors in sect 24021F-6 of this chapter) is not
appealable
(b) The record on appeal shall consist of the Preliminary Determination the
Final Order of the Commission and any other items from those set forth in sect 24021F-
12(a) of this chapter that either the claimant or the Commission identifies for inclusion
in the record The record on appeal shall not include any pre-decisional or internal
deliberative process materials that are prepared exclusively to assist the Commission in
deciding the claim (including the staffs Draft Final Determination in the event that the
Commissioners reviewed the claim and issued the Final Order)
sect 24021F- 14 Procedures applicable to the payment of awards
(a) Any award made pursuant to these rules will be paid from the Securities and
Exchange Commission Investor Protection Fund (the ldquoFundrdquo)
(b) A recipient of a whistleblower award is entitled to payment on the award only
to the extent that a monetary sanction is collected in the Commission action or in a
related action upon which the award is based
(c) Payment of a whistleblower award for a monetary sanction collected in a
Commission action or related action shall be made following the later of
(1) The date on which the monetary sanction is collected or
(2) The completion of the appeals process for all whistleblower award claims
arising from
(i) The Notice of Covered Action in the case of any payment of an award for a
monetary sanction collected in a Commission action or
(ii) The related action in the case of any payment of an award for a monetary
sanction collected in a related action
(d) If there are insufficient amounts available in the Fund to pay the entire
amount of an award payment within a reasonable period of time from the time for
payment specified by paragraph (c) of this section then subject to the following terms
the balance of the payment shall be paid when amounts become available in the Fund
as follows
(1) Where multiple whistleblowers are owed payments from the Fund based on
awards that do not arise from the same Notice of Covered Action (or related action)
priority in making these payments will be determined based upon the date that the
collections for which the whistleblowers are owed payments occurred If two or more of
these collections occur on the same date those whistleblowers owed payments based on
these collections will be paid on a pro rata basis until sufficient amounts become
available in the Fund to pay their entire payments
(2) Where multiple whistleblowers are owed payments from the Fund based on
awards that arise from the same Notice of Covered Action (or related action) they will
share the same payment priority and will be paid on a pro rata basis until sufficient
amounts become available in the Fund to pay their entire payments
sect 24021F-15 No amnesty
The Securities Whistleblower Incentives and Protection provisions do not provide
amnesty to individuals who provide information to the Commission The fact that you
may become a whistleblower and assist in Commission investigations and enforcement
actions does not preclude the Commission from bringing an action against you based
upon your own conduct in connection with violations of the federal securities laws If
such an action is determined to be appropriate however the Commission will take your
cooperation into consideration in accordance with its Policy Statement Concerning
Cooperation by Individuals in Investigations and Related Enforcement Actions (17 CFR
sect 20212)
sect 24021F-16 Awards to whistleblowers who engage in culpable conduct
In determining whether the required $1000000 threshold has been satisfied
(this threshold is further explained in sect 24021F-10 of this chapter) for purposes of
making any award the Commission will not take into account any monetary sanctions
that the whistleblower is ordered to pay or that are ordered against any entity whose
liability is based substantially on conduct that the whistleblower directed planned or
initiated Similarly if the Commission determines that a whistleblower is eligible for an
award any amounts that the whistleblower or such an entity pay in sanctions as a result
of the action or related actions will not be included within the calculation of the amounts
collected for purposes of making payments
sect 24021F-17 Staff communications with individuals reporting possible
securities law violations
(a) No person may take any action to impede an individual from communicating
directly with the Commission staff about a possible securities law violation including
enforcing or threatening to enforce a confidentiality agreement (other than agreements
dealing with information covered by sect 24021F-4(b)(4)(i) and sect 24021F-4(b)(4)(ii) of
this chapter related to the legal representation of a client) with respect to such
communications
(b) If you are a director officer member agent or employee of an entity that has
counsel and you have initiated communication with the Commission relating to a
possible securities law violation the staff is authorized to communicate directly with you
regarding the possible securities law violation without seeking the consent of the entityrsquos
counsel
eligibility for an award or satisfaction of any of the conditions for an award as set forth
in sect 24021F-(8)(b) of this chapter Following that evaluation the Office of the
Whistleblower will send you a Preliminary Determination setting forth a preliminary
assessment as to whether the claim should be allowed or denied and if allowed setting
forth the proposed award percentage amount
(e) You may contest the Preliminary Determination made by the Claims Review
Staff by submitting a written response to the Office of the Whistleblower setting forth
the grounds for your objection to either the denial of an award or the proposed amount
of an award The response must be in the form and manner that the Office of the
Whistleblower shall require You may also include documentation or other evidentiary
support for the grounds advanced in your response
(1) Before determining whether to contest a Preliminary Determination you
may
(i) Within thirty (30) days of the date of the Preliminary Determination request
that the Office of the Whistleblower make available for your review the materials from
among those set forth in sect 24021F-12(a) of this chapter that formed the basis of the
Claims Review Staffrsquos Preliminary Determination
(ii) Within thirty (30) calendar days of the date of the Preliminary
Determination request a meeting with the Office of the Whistleblower however such
meetings are not required and the office may in its sole discretion decline the request
(2) If you decide to contest the Preliminary Determination you must submit
your written response and supporting materials within sixty (60) calendar days of the
date of the Preliminary Determination or if a request to review materials is made
pursuant to paragraph (e)(1) of this section then within sixty (60) calendar days of the
Office of the Whistleblower making those materials available for your review
(f) If you fail to submit a timely response pursuant to paragraph (e) of this
section then the Preliminary Determination will become the Final Order of the
Commission (except where the Preliminary Determination recommended an award in
which case the Preliminary Determination will be deemed a Proposed Final
Determination for purposes of paragraph (h) of this section) Your failure to submit a
timely response contesting a Preliminary Determination will constitute a failure to
exhaust administrative remedies and you will be prohibited from pursuing an appeal
pursuant to sect 24021F-13 of this chapter
(g) If you submit a timely response pursuant to paragraph (e) of this section
then the Claims Review Staff will consider the issues and grounds advanced in your
response along with any supporting documentation you provided and will make its
Proposed Final Determination
(h) The Office of the Whistleblower will then notify the Commission of each
Proposed Final Determination Within thirty 30 days thereafter any Commissioner
may request that the Proposed Final Determination be reviewed by the Commission If
no Commissioner requests such a review within the 30-day period then the Proposed
Final Determination will become the Final Order of the Commission In the event a
Commissioner requests a review the Commission will review the record that the staff
relied upon in making its determinations including your previous submissions to the
Office of the Whistleblower and issue its Final Order
(i) The Office of the Whistleblower will provide you with the Final Order of the
Commission
sect 24021F-11 Procedures for determining awards based upon a related
action (a) If you are eligible to receive an award following a Commission action
that results in monetary sanctions totaling more than $1000000 you also may be
eligible to receive an award based on the monetary sanctions that are collected from a
related action (as defined in sect 24021F-3 of this chapter)
(b) You must also use Form WB-APP (referenced in sect 2491801 of this chapter)
to submit a claim for an award in a related action You must sign this form as the
claimant and submit it to the Office of the Whistleblower by mail or fax as follows
(1) If a final order imposing monetary sanctions has been entered in a related
action at the time you submit your claim for an award in connection with a Commission
action you must submit your claim for an award in that related action on the same
Form WB-APP (referenced in sect 2491801 of this chapter) that you use for the
Commission action
(2) If a final order imposing monetary sanctions in a related action has not been
entered at the time you submit your claim for an award in connection with a
Commission action you must submit your claim on Form WB-APP (referenced in sect
2491801 of this chapter) within ninety (90) days of the issuance of a final order
imposing sanctions in the related action
(c) The Office of the Whistleblower may request additional information from you
in connection with your claim for an award in a related action to demonstrate that you
directly (or through the Commission) voluntarily provided the governmental agency
regulatory authority or self-regulatory organization the same original information that
led to the Commissionrsquos successful covered action and that this information led to the
successful enforcement of the related action The Office of the Whistleblower may in its
discretion seek assistance and confirmation from the other agency in making this
determination
(d) Once the time for filing any appeals of the final judgment or order in a related
action has expired or if an appeal has been filed after all appeals in the action have
been concluded the Claims Review Staff will evaluate all timely whistleblower award
claims submitted on Form WB-APP (referenced in sect 2491801 of this chapter) in
connection with the related action The evaluation will be undertaken pursuant to the
criteria set forth in these rules In connection with this process the Office of the
Whistleblower may require that you provide additional information relating to your
eligibility for an award or satisfaction of any of the conditions for an award as set forth
in sect 24021F-(8)(b) of this chapter Following this evaluation the Office of the
Whistleblower will send you a Preliminary Determination setting forth a preliminary
assessment as to whether the claim should be allowed or denied and if allowed setting
forth the proposed award percentage amount
(e) You may contest the Preliminary Determination made by the Claims Review
Staff by submitting a written response to the Office of the Whistleblower setting forth
the grounds for your objection to either the denial of an award or the proposed amount
of an award The response must be in the form and manner that the Office of the
Whistleblower shall require You may also include documentation or other evidentiary
support for the grounds advanced in your response
(1) Before determining whether to contest a Preliminary Determination you
may
(i) Within thirty (30) days of the date of the Preliminary Determination request
that the Office of the Whistleblower make available for your review the materials from
among those set forth in sect 24021F-12(a) of this chapter that formed the basis of the
Claims Review Staffrsquos Preliminary Determination
(ii) Within thirty (30) days of the date of the Preliminary Determination request
a meeting with the Office of the Whistleblower however such meetings are not required
and the office may in its sole discretion decline the request
(2) If you decide to contest the Preliminary Determination you must submit
your written response and supporting materials within sixty (60) calendar days of the
date of the Preliminary Determination or if a request to review materials is made
pursuant to paragraph (e)(1)(i) of this section then within sixty (60) calendar days of
the Office of the Whistleblower making those materials available for your review
(f) If you fail to submit a timely response pursuant to paragraph (e) of this
section then the Preliminary Determination will become the Final Order of the
Commission (except where the Preliminary Determination recommended an award in
which case the Preliminary Determination will be deemed a Proposed Final
Determination for purposes of paragraph (h) of this section) Your failure to submit a
timely response contesting a Preliminary Determination will constitute a failure to
exhaust administrative remedies and you will be prohibited from pursuing an appeal
pursuant to sect 24021F-13 of this chapter
(g) If you submit a timely response pursuant to paragraph (e) of this section
then the Claims Review Staff will consider the issues and grounds that you advanced in
your response along with any supporting documentation you provided and will make
its Proposed Final Determination
(h) The Office of the Whistleblower will notify the Commission of each Proposed
Final Determination Within thirty 30 days thereafter any Commissioner may request
that the Proposed Final Determination be reviewed by the Commission If no
Commissioner requests such a review within the 30-day period then the Proposed Final
Determination will become the Final Order of the Commission In the event a
Commissioner requests a review the Commission will review the record that the staff
relied upon in making its determinations including your previous submissions to the
Office of the Whistleblower and issue its Final Order
(i) The Office of the Whistleblower will provide you with the Final Order of the
Commission
sect 24021F-12 Materials that may form the basis of an award determination
and that may comprise the record on appeal
(a) The following items constitute the materials that the Commission and the
Claims Review Staff may rely upon to make an award determination pursuant to sectsect
24021F-10 and 24021F-11 of this chapter
(1) Any publicly available materials from the covered action or related action
including
(i) The complaint notice of hearing answers and any amendments thereto
(ii) The final judgment consent order or final administrative order
(iii) Any transcripts of the proceedings including any exhibits
(iv) Any items that appear on the docket and
(v) Any appellate decisions or orders
(2) The whistleblowerrsquos Form TCR (referenced in sect2491800 of this chapter)
including attachments and other related materials provided by the whistleblower to
assist the Commission with the investigation or examination
(3) The whistleblowerrsquos Form WB-APP (referenced in sect2491800 of this chapter)
including attachments and any other filings or submissions from the whistleblower in
support of the award application
(4) Sworn declarations (including attachments) from the Commission staff
regarding any matters relevant to the award determination
(5) With respect to an award claim involving a related action any statements or
other information that the entity provides or identifies in connection with an award
determination provided the entity has authorized the Commission to share the
information with the claimant (Neither the Commission nor the Claims Review Staff
may rely upon information that the entity has not authorized the Commission to share
with the claimant) and
(6) Any other documents or materials including sworn declarations from third-
parties that are received or obtained by the Office of the Whistleblower to assist the
Commission resolve the claimantrsquos award application including information related to
the claimantrsquos eligibility (Neither the Commission nor the Claims Review Staff may rely
upon information that the entity has not authorized the Commission to share with the
claimant)
(b) These rules do not entitle claimants to obtain from the Commission any
materials (including any pre-decisional or internal deliberative process materials that
are prepared exclusively to assist the Commission in deciding the claim) other than
those listed in paragraph (a) of this section Moreover the Office of the Whistleblower
may make redactions as necessary to comply with any statutory restrictions to protect
the Commissionrsquos law enforcement and regulatory functions and to comply with
requests for confidential treatment from other law enforcement and regulatory
authorities The Office of the Whistleblower may also require you to sign a
confidentiality agreement as set forth in sect 24021F-(8)(b)(4) of this chapter before
providing these materials
sect 24021F-13 Appeals
(a) Section 21F of the Exchange Act (15 USC 78u-6) commits determinations of
whether to whom and in what amount to make awards to the Commissionrsquos discretion
A determination of whether or to whom to make an award may be appealed within 30
days after the Commission issues its final decision to the United States Court of Appeals
for the District of Columbia Circuit or to the circuit where the aggrieved person resides
or has his principal place of business Where the Commission makes an award based on
the factors set forth in sect 24021F-6 of this chapter of not less than 10 percent and not
more than 30 percent of the monetary sanctions collected in the Commission or related
action the Commissionrsquos determination regarding the amount of an award (including
the allocation of an award as between multiple whistleblowers and any factual findings
legal conclusions policy judgments or discretionary assessments involving the
Commissionrsquos consideration of the factors in sect 24021F-6 of this chapter) is not
appealable
(b) The record on appeal shall consist of the Preliminary Determination the
Final Order of the Commission and any other items from those set forth in sect 24021F-
12(a) of this chapter that either the claimant or the Commission identifies for inclusion
in the record The record on appeal shall not include any pre-decisional or internal
deliberative process materials that are prepared exclusively to assist the Commission in
deciding the claim (including the staffs Draft Final Determination in the event that the
Commissioners reviewed the claim and issued the Final Order)
sect 24021F- 14 Procedures applicable to the payment of awards
(a) Any award made pursuant to these rules will be paid from the Securities and
Exchange Commission Investor Protection Fund (the ldquoFundrdquo)
(b) A recipient of a whistleblower award is entitled to payment on the award only
to the extent that a monetary sanction is collected in the Commission action or in a
related action upon which the award is based
(c) Payment of a whistleblower award for a monetary sanction collected in a
Commission action or related action shall be made following the later of
(1) The date on which the monetary sanction is collected or
(2) The completion of the appeals process for all whistleblower award claims
arising from
(i) The Notice of Covered Action in the case of any payment of an award for a
monetary sanction collected in a Commission action or
(ii) The related action in the case of any payment of an award for a monetary
sanction collected in a related action
(d) If there are insufficient amounts available in the Fund to pay the entire
amount of an award payment within a reasonable period of time from the time for
payment specified by paragraph (c) of this section then subject to the following terms
the balance of the payment shall be paid when amounts become available in the Fund
as follows
(1) Where multiple whistleblowers are owed payments from the Fund based on
awards that do not arise from the same Notice of Covered Action (or related action)
priority in making these payments will be determined based upon the date that the
collections for which the whistleblowers are owed payments occurred If two or more of
these collections occur on the same date those whistleblowers owed payments based on
these collections will be paid on a pro rata basis until sufficient amounts become
available in the Fund to pay their entire payments
(2) Where multiple whistleblowers are owed payments from the Fund based on
awards that arise from the same Notice of Covered Action (or related action) they will
share the same payment priority and will be paid on a pro rata basis until sufficient
amounts become available in the Fund to pay their entire payments
sect 24021F-15 No amnesty
The Securities Whistleblower Incentives and Protection provisions do not provide
amnesty to individuals who provide information to the Commission The fact that you
may become a whistleblower and assist in Commission investigations and enforcement
actions does not preclude the Commission from bringing an action against you based
upon your own conduct in connection with violations of the federal securities laws If
such an action is determined to be appropriate however the Commission will take your
cooperation into consideration in accordance with its Policy Statement Concerning
Cooperation by Individuals in Investigations and Related Enforcement Actions (17 CFR
sect 20212)
sect 24021F-16 Awards to whistleblowers who engage in culpable conduct
In determining whether the required $1000000 threshold has been satisfied
(this threshold is further explained in sect 24021F-10 of this chapter) for purposes of
making any award the Commission will not take into account any monetary sanctions
that the whistleblower is ordered to pay or that are ordered against any entity whose
liability is based substantially on conduct that the whistleblower directed planned or
initiated Similarly if the Commission determines that a whistleblower is eligible for an
award any amounts that the whistleblower or such an entity pay in sanctions as a result
of the action or related actions will not be included within the calculation of the amounts
collected for purposes of making payments
sect 24021F-17 Staff communications with individuals reporting possible
securities law violations
(a) No person may take any action to impede an individual from communicating
directly with the Commission staff about a possible securities law violation including
enforcing or threatening to enforce a confidentiality agreement (other than agreements
dealing with information covered by sect 24021F-4(b)(4)(i) and sect 24021F-4(b)(4)(ii) of
this chapter related to the legal representation of a client) with respect to such
communications
(b) If you are a director officer member agent or employee of an entity that has
counsel and you have initiated communication with the Commission relating to a
possible securities law violation the staff is authorized to communicate directly with you
regarding the possible securities law violation without seeking the consent of the entityrsquos
counsel
exhaust administrative remedies and you will be prohibited from pursuing an appeal
pursuant to sect 24021F-13 of this chapter
(g) If you submit a timely response pursuant to paragraph (e) of this section
then the Claims Review Staff will consider the issues and grounds advanced in your
response along with any supporting documentation you provided and will make its
Proposed Final Determination
(h) The Office of the Whistleblower will then notify the Commission of each
Proposed Final Determination Within thirty 30 days thereafter any Commissioner
may request that the Proposed Final Determination be reviewed by the Commission If
no Commissioner requests such a review within the 30-day period then the Proposed
Final Determination will become the Final Order of the Commission In the event a
Commissioner requests a review the Commission will review the record that the staff
relied upon in making its determinations including your previous submissions to the
Office of the Whistleblower and issue its Final Order
(i) The Office of the Whistleblower will provide you with the Final Order of the
Commission
sect 24021F-11 Procedures for determining awards based upon a related
action (a) If you are eligible to receive an award following a Commission action
that results in monetary sanctions totaling more than $1000000 you also may be
eligible to receive an award based on the monetary sanctions that are collected from a
related action (as defined in sect 24021F-3 of this chapter)
(b) You must also use Form WB-APP (referenced in sect 2491801 of this chapter)
to submit a claim for an award in a related action You must sign this form as the
claimant and submit it to the Office of the Whistleblower by mail or fax as follows
(1) If a final order imposing monetary sanctions has been entered in a related
action at the time you submit your claim for an award in connection with a Commission
action you must submit your claim for an award in that related action on the same
Form WB-APP (referenced in sect 2491801 of this chapter) that you use for the
Commission action
(2) If a final order imposing monetary sanctions in a related action has not been
entered at the time you submit your claim for an award in connection with a
Commission action you must submit your claim on Form WB-APP (referenced in sect
2491801 of this chapter) within ninety (90) days of the issuance of a final order
imposing sanctions in the related action
(c) The Office of the Whistleblower may request additional information from you
in connection with your claim for an award in a related action to demonstrate that you
directly (or through the Commission) voluntarily provided the governmental agency
regulatory authority or self-regulatory organization the same original information that
led to the Commissionrsquos successful covered action and that this information led to the
successful enforcement of the related action The Office of the Whistleblower may in its
discretion seek assistance and confirmation from the other agency in making this
determination
(d) Once the time for filing any appeals of the final judgment or order in a related
action has expired or if an appeal has been filed after all appeals in the action have
been concluded the Claims Review Staff will evaluate all timely whistleblower award
claims submitted on Form WB-APP (referenced in sect 2491801 of this chapter) in
connection with the related action The evaluation will be undertaken pursuant to the
criteria set forth in these rules In connection with this process the Office of the
Whistleblower may require that you provide additional information relating to your
eligibility for an award or satisfaction of any of the conditions for an award as set forth
in sect 24021F-(8)(b) of this chapter Following this evaluation the Office of the
Whistleblower will send you a Preliminary Determination setting forth a preliminary
assessment as to whether the claim should be allowed or denied and if allowed setting
forth the proposed award percentage amount
(e) You may contest the Preliminary Determination made by the Claims Review
Staff by submitting a written response to the Office of the Whistleblower setting forth
the grounds for your objection to either the denial of an award or the proposed amount
of an award The response must be in the form and manner that the Office of the
Whistleblower shall require You may also include documentation or other evidentiary
support for the grounds advanced in your response
(1) Before determining whether to contest a Preliminary Determination you
may
(i) Within thirty (30) days of the date of the Preliminary Determination request
that the Office of the Whistleblower make available for your review the materials from
among those set forth in sect 24021F-12(a) of this chapter that formed the basis of the
Claims Review Staffrsquos Preliminary Determination
(ii) Within thirty (30) days of the date of the Preliminary Determination request
a meeting with the Office of the Whistleblower however such meetings are not required
and the office may in its sole discretion decline the request
(2) If you decide to contest the Preliminary Determination you must submit
your written response and supporting materials within sixty (60) calendar days of the
date of the Preliminary Determination or if a request to review materials is made
pursuant to paragraph (e)(1)(i) of this section then within sixty (60) calendar days of
the Office of the Whistleblower making those materials available for your review
(f) If you fail to submit a timely response pursuant to paragraph (e) of this
section then the Preliminary Determination will become the Final Order of the
Commission (except where the Preliminary Determination recommended an award in
which case the Preliminary Determination will be deemed a Proposed Final
Determination for purposes of paragraph (h) of this section) Your failure to submit a
timely response contesting a Preliminary Determination will constitute a failure to
exhaust administrative remedies and you will be prohibited from pursuing an appeal
pursuant to sect 24021F-13 of this chapter
(g) If you submit a timely response pursuant to paragraph (e) of this section
then the Claims Review Staff will consider the issues and grounds that you advanced in
your response along with any supporting documentation you provided and will make
its Proposed Final Determination
(h) The Office of the Whistleblower will notify the Commission of each Proposed
Final Determination Within thirty 30 days thereafter any Commissioner may request
that the Proposed Final Determination be reviewed by the Commission If no
Commissioner requests such a review within the 30-day period then the Proposed Final
Determination will become the Final Order of the Commission In the event a
Commissioner requests a review the Commission will review the record that the staff
relied upon in making its determinations including your previous submissions to the
Office of the Whistleblower and issue its Final Order
(i) The Office of the Whistleblower will provide you with the Final Order of the
Commission
sect 24021F-12 Materials that may form the basis of an award determination
and that may comprise the record on appeal
(a) The following items constitute the materials that the Commission and the
Claims Review Staff may rely upon to make an award determination pursuant to sectsect
24021F-10 and 24021F-11 of this chapter
(1) Any publicly available materials from the covered action or related action
including
(i) The complaint notice of hearing answers and any amendments thereto
(ii) The final judgment consent order or final administrative order
(iii) Any transcripts of the proceedings including any exhibits
(iv) Any items that appear on the docket and
(v) Any appellate decisions or orders
(2) The whistleblowerrsquos Form TCR (referenced in sect2491800 of this chapter)
including attachments and other related materials provided by the whistleblower to
assist the Commission with the investigation or examination
(3) The whistleblowerrsquos Form WB-APP (referenced in sect2491800 of this chapter)
including attachments and any other filings or submissions from the whistleblower in
support of the award application
(4) Sworn declarations (including attachments) from the Commission staff
regarding any matters relevant to the award determination
(5) With respect to an award claim involving a related action any statements or
other information that the entity provides or identifies in connection with an award
determination provided the entity has authorized the Commission to share the
information with the claimant (Neither the Commission nor the Claims Review Staff
may rely upon information that the entity has not authorized the Commission to share
with the claimant) and
(6) Any other documents or materials including sworn declarations from third-
parties that are received or obtained by the Office of the Whistleblower to assist the
Commission resolve the claimantrsquos award application including information related to
the claimantrsquos eligibility (Neither the Commission nor the Claims Review Staff may rely
upon information that the entity has not authorized the Commission to share with the
claimant)
(b) These rules do not entitle claimants to obtain from the Commission any
materials (including any pre-decisional or internal deliberative process materials that
are prepared exclusively to assist the Commission in deciding the claim) other than
those listed in paragraph (a) of this section Moreover the Office of the Whistleblower
may make redactions as necessary to comply with any statutory restrictions to protect
the Commissionrsquos law enforcement and regulatory functions and to comply with
requests for confidential treatment from other law enforcement and regulatory
authorities The Office of the Whistleblower may also require you to sign a
confidentiality agreement as set forth in sect 24021F-(8)(b)(4) of this chapter before
providing these materials
sect 24021F-13 Appeals
(a) Section 21F of the Exchange Act (15 USC 78u-6) commits determinations of
whether to whom and in what amount to make awards to the Commissionrsquos discretion
A determination of whether or to whom to make an award may be appealed within 30
days after the Commission issues its final decision to the United States Court of Appeals
for the District of Columbia Circuit or to the circuit where the aggrieved person resides
or has his principal place of business Where the Commission makes an award based on
the factors set forth in sect 24021F-6 of this chapter of not less than 10 percent and not
more than 30 percent of the monetary sanctions collected in the Commission or related
action the Commissionrsquos determination regarding the amount of an award (including
the allocation of an award as between multiple whistleblowers and any factual findings
legal conclusions policy judgments or discretionary assessments involving the
Commissionrsquos consideration of the factors in sect 24021F-6 of this chapter) is not
appealable
(b) The record on appeal shall consist of the Preliminary Determination the
Final Order of the Commission and any other items from those set forth in sect 24021F-
12(a) of this chapter that either the claimant or the Commission identifies for inclusion
in the record The record on appeal shall not include any pre-decisional or internal
deliberative process materials that are prepared exclusively to assist the Commission in
deciding the claim (including the staffs Draft Final Determination in the event that the
Commissioners reviewed the claim and issued the Final Order)
sect 24021F- 14 Procedures applicable to the payment of awards
(a) Any award made pursuant to these rules will be paid from the Securities and
Exchange Commission Investor Protection Fund (the ldquoFundrdquo)
(b) A recipient of a whistleblower award is entitled to payment on the award only
to the extent that a monetary sanction is collected in the Commission action or in a
related action upon which the award is based
(c) Payment of a whistleblower award for a monetary sanction collected in a
Commission action or related action shall be made following the later of
(1) The date on which the monetary sanction is collected or
(2) The completion of the appeals process for all whistleblower award claims
arising from
(i) The Notice of Covered Action in the case of any payment of an award for a
monetary sanction collected in a Commission action or
(ii) The related action in the case of any payment of an award for a monetary
sanction collected in a related action
(d) If there are insufficient amounts available in the Fund to pay the entire
amount of an award payment within a reasonable period of time from the time for
payment specified by paragraph (c) of this section then subject to the following terms
the balance of the payment shall be paid when amounts become available in the Fund
as follows
(1) Where multiple whistleblowers are owed payments from the Fund based on
awards that do not arise from the same Notice of Covered Action (or related action)
priority in making these payments will be determined based upon the date that the
collections for which the whistleblowers are owed payments occurred If two or more of
these collections occur on the same date those whistleblowers owed payments based on
these collections will be paid on a pro rata basis until sufficient amounts become
available in the Fund to pay their entire payments
(2) Where multiple whistleblowers are owed payments from the Fund based on
awards that arise from the same Notice of Covered Action (or related action) they will
share the same payment priority and will be paid on a pro rata basis until sufficient
amounts become available in the Fund to pay their entire payments
sect 24021F-15 No amnesty
The Securities Whistleblower Incentives and Protection provisions do not provide
amnesty to individuals who provide information to the Commission The fact that you
may become a whistleblower and assist in Commission investigations and enforcement
actions does not preclude the Commission from bringing an action against you based
upon your own conduct in connection with violations of the federal securities laws If
such an action is determined to be appropriate however the Commission will take your
cooperation into consideration in accordance with its Policy Statement Concerning
Cooperation by Individuals in Investigations and Related Enforcement Actions (17 CFR
sect 20212)
sect 24021F-16 Awards to whistleblowers who engage in culpable conduct
In determining whether the required $1000000 threshold has been satisfied
(this threshold is further explained in sect 24021F-10 of this chapter) for purposes of
making any award the Commission will not take into account any monetary sanctions
that the whistleblower is ordered to pay or that are ordered against any entity whose
liability is based substantially on conduct that the whistleblower directed planned or
initiated Similarly if the Commission determines that a whistleblower is eligible for an
award any amounts that the whistleblower or such an entity pay in sanctions as a result
of the action or related actions will not be included within the calculation of the amounts
collected for purposes of making payments
sect 24021F-17 Staff communications with individuals reporting possible
securities law violations
(a) No person may take any action to impede an individual from communicating
directly with the Commission staff about a possible securities law violation including
enforcing or threatening to enforce a confidentiality agreement (other than agreements
dealing with information covered by sect 24021F-4(b)(4)(i) and sect 24021F-4(b)(4)(ii) of
this chapter related to the legal representation of a client) with respect to such
communications
(b) If you are a director officer member agent or employee of an entity that has
counsel and you have initiated communication with the Commission relating to a
possible securities law violation the staff is authorized to communicate directly with you
regarding the possible securities law violation without seeking the consent of the entityrsquos
counsel
Commission action you must submit your claim on Form WB-APP (referenced in sect
2491801 of this chapter) within ninety (90) days of the issuance of a final order
imposing sanctions in the related action
(c) The Office of the Whistleblower may request additional information from you
in connection with your claim for an award in a related action to demonstrate that you
directly (or through the Commission) voluntarily provided the governmental agency
regulatory authority or self-regulatory organization the same original information that
led to the Commissionrsquos successful covered action and that this information led to the
successful enforcement of the related action The Office of the Whistleblower may in its
discretion seek assistance and confirmation from the other agency in making this
determination
(d) Once the time for filing any appeals of the final judgment or order in a related
action has expired or if an appeal has been filed after all appeals in the action have
been concluded the Claims Review Staff will evaluate all timely whistleblower award
claims submitted on Form WB-APP (referenced in sect 2491801 of this chapter) in
connection with the related action The evaluation will be undertaken pursuant to the
criteria set forth in these rules In connection with this process the Office of the
Whistleblower may require that you provide additional information relating to your
eligibility for an award or satisfaction of any of the conditions for an award as set forth
in sect 24021F-(8)(b) of this chapter Following this evaluation the Office of the
Whistleblower will send you a Preliminary Determination setting forth a preliminary
assessment as to whether the claim should be allowed or denied and if allowed setting
forth the proposed award percentage amount
(e) You may contest the Preliminary Determination made by the Claims Review
Staff by submitting a written response to the Office of the Whistleblower setting forth
the grounds for your objection to either the denial of an award or the proposed amount
of an award The response must be in the form and manner that the Office of the
Whistleblower shall require You may also include documentation or other evidentiary
support for the grounds advanced in your response
(1) Before determining whether to contest a Preliminary Determination you
may
(i) Within thirty (30) days of the date of the Preliminary Determination request
that the Office of the Whistleblower make available for your review the materials from
among those set forth in sect 24021F-12(a) of this chapter that formed the basis of the
Claims Review Staffrsquos Preliminary Determination
(ii) Within thirty (30) days of the date of the Preliminary Determination request
a meeting with the Office of the Whistleblower however such meetings are not required
and the office may in its sole discretion decline the request
(2) If you decide to contest the Preliminary Determination you must submit
your written response and supporting materials within sixty (60) calendar days of the
date of the Preliminary Determination or if a request to review materials is made
pursuant to paragraph (e)(1)(i) of this section then within sixty (60) calendar days of
the Office of the Whistleblower making those materials available for your review
(f) If you fail to submit a timely response pursuant to paragraph (e) of this
section then the Preliminary Determination will become the Final Order of the
Commission (except where the Preliminary Determination recommended an award in
which case the Preliminary Determination will be deemed a Proposed Final
Determination for purposes of paragraph (h) of this section) Your failure to submit a
timely response contesting a Preliminary Determination will constitute a failure to
exhaust administrative remedies and you will be prohibited from pursuing an appeal
pursuant to sect 24021F-13 of this chapter
(g) If you submit a timely response pursuant to paragraph (e) of this section
then the Claims Review Staff will consider the issues and grounds that you advanced in
your response along with any supporting documentation you provided and will make
its Proposed Final Determination
(h) The Office of the Whistleblower will notify the Commission of each Proposed
Final Determination Within thirty 30 days thereafter any Commissioner may request
that the Proposed Final Determination be reviewed by the Commission If no
Commissioner requests such a review within the 30-day period then the Proposed Final
Determination will become the Final Order of the Commission In the event a
Commissioner requests a review the Commission will review the record that the staff
relied upon in making its determinations including your previous submissions to the
Office of the Whistleblower and issue its Final Order
(i) The Office of the Whistleblower will provide you with the Final Order of the
Commission
sect 24021F-12 Materials that may form the basis of an award determination
and that may comprise the record on appeal
(a) The following items constitute the materials that the Commission and the
Claims Review Staff may rely upon to make an award determination pursuant to sectsect
24021F-10 and 24021F-11 of this chapter
(1) Any publicly available materials from the covered action or related action
including
(i) The complaint notice of hearing answers and any amendments thereto
(ii) The final judgment consent order or final administrative order
(iii) Any transcripts of the proceedings including any exhibits
(iv) Any items that appear on the docket and
(v) Any appellate decisions or orders
(2) The whistleblowerrsquos Form TCR (referenced in sect2491800 of this chapter)
including attachments and other related materials provided by the whistleblower to
assist the Commission with the investigation or examination
(3) The whistleblowerrsquos Form WB-APP (referenced in sect2491800 of this chapter)
including attachments and any other filings or submissions from the whistleblower in
support of the award application
(4) Sworn declarations (including attachments) from the Commission staff
regarding any matters relevant to the award determination
(5) With respect to an award claim involving a related action any statements or
other information that the entity provides or identifies in connection with an award
determination provided the entity has authorized the Commission to share the
information with the claimant (Neither the Commission nor the Claims Review Staff
may rely upon information that the entity has not authorized the Commission to share
with the claimant) and
(6) Any other documents or materials including sworn declarations from third-
parties that are received or obtained by the Office of the Whistleblower to assist the
Commission resolve the claimantrsquos award application including information related to
the claimantrsquos eligibility (Neither the Commission nor the Claims Review Staff may rely
upon information that the entity has not authorized the Commission to share with the
claimant)
(b) These rules do not entitle claimants to obtain from the Commission any
materials (including any pre-decisional or internal deliberative process materials that
are prepared exclusively to assist the Commission in deciding the claim) other than
those listed in paragraph (a) of this section Moreover the Office of the Whistleblower
may make redactions as necessary to comply with any statutory restrictions to protect
the Commissionrsquos law enforcement and regulatory functions and to comply with
requests for confidential treatment from other law enforcement and regulatory
authorities The Office of the Whistleblower may also require you to sign a
confidentiality agreement as set forth in sect 24021F-(8)(b)(4) of this chapter before
providing these materials
sect 24021F-13 Appeals
(a) Section 21F of the Exchange Act (15 USC 78u-6) commits determinations of
whether to whom and in what amount to make awards to the Commissionrsquos discretion
A determination of whether or to whom to make an award may be appealed within 30
days after the Commission issues its final decision to the United States Court of Appeals
for the District of Columbia Circuit or to the circuit where the aggrieved person resides
or has his principal place of business Where the Commission makes an award based on
the factors set forth in sect 24021F-6 of this chapter of not less than 10 percent and not
more than 30 percent of the monetary sanctions collected in the Commission or related
action the Commissionrsquos determination regarding the amount of an award (including
the allocation of an award as between multiple whistleblowers and any factual findings
legal conclusions policy judgments or discretionary assessments involving the
Commissionrsquos consideration of the factors in sect 24021F-6 of this chapter) is not
appealable
(b) The record on appeal shall consist of the Preliminary Determination the
Final Order of the Commission and any other items from those set forth in sect 24021F-
12(a) of this chapter that either the claimant or the Commission identifies for inclusion
in the record The record on appeal shall not include any pre-decisional or internal
deliberative process materials that are prepared exclusively to assist the Commission in
deciding the claim (including the staffs Draft Final Determination in the event that the
Commissioners reviewed the claim and issued the Final Order)
sect 24021F- 14 Procedures applicable to the payment of awards
(a) Any award made pursuant to these rules will be paid from the Securities and
Exchange Commission Investor Protection Fund (the ldquoFundrdquo)
(b) A recipient of a whistleblower award is entitled to payment on the award only
to the extent that a monetary sanction is collected in the Commission action or in a
related action upon which the award is based
(c) Payment of a whistleblower award for a monetary sanction collected in a
Commission action or related action shall be made following the later of
(1) The date on which the monetary sanction is collected or
(2) The completion of the appeals process for all whistleblower award claims
arising from
(i) The Notice of Covered Action in the case of any payment of an award for a
monetary sanction collected in a Commission action or
(ii) The related action in the case of any payment of an award for a monetary
sanction collected in a related action
(d) If there are insufficient amounts available in the Fund to pay the entire
amount of an award payment within a reasonable period of time from the time for
payment specified by paragraph (c) of this section then subject to the following terms
the balance of the payment shall be paid when amounts become available in the Fund
as follows
(1) Where multiple whistleblowers are owed payments from the Fund based on
awards that do not arise from the same Notice of Covered Action (or related action)
priority in making these payments will be determined based upon the date that the
collections for which the whistleblowers are owed payments occurred If two or more of
these collections occur on the same date those whistleblowers owed payments based on
these collections will be paid on a pro rata basis until sufficient amounts become
available in the Fund to pay their entire payments
(2) Where multiple whistleblowers are owed payments from the Fund based on
awards that arise from the same Notice of Covered Action (or related action) they will
share the same payment priority and will be paid on a pro rata basis until sufficient
amounts become available in the Fund to pay their entire payments
sect 24021F-15 No amnesty
The Securities Whistleblower Incentives and Protection provisions do not provide
amnesty to individuals who provide information to the Commission The fact that you
may become a whistleblower and assist in Commission investigations and enforcement
actions does not preclude the Commission from bringing an action against you based
upon your own conduct in connection with violations of the federal securities laws If
such an action is determined to be appropriate however the Commission will take your
cooperation into consideration in accordance with its Policy Statement Concerning
Cooperation by Individuals in Investigations and Related Enforcement Actions (17 CFR
sect 20212)
sect 24021F-16 Awards to whistleblowers who engage in culpable conduct
In determining whether the required $1000000 threshold has been satisfied
(this threshold is further explained in sect 24021F-10 of this chapter) for purposes of
making any award the Commission will not take into account any monetary sanctions
that the whistleblower is ordered to pay or that are ordered against any entity whose
liability is based substantially on conduct that the whistleblower directed planned or
initiated Similarly if the Commission determines that a whistleblower is eligible for an
award any amounts that the whistleblower or such an entity pay in sanctions as a result
of the action or related actions will not be included within the calculation of the amounts
collected for purposes of making payments
sect 24021F-17 Staff communications with individuals reporting possible
securities law violations
(a) No person may take any action to impede an individual from communicating
directly with the Commission staff about a possible securities law violation including
enforcing or threatening to enforce a confidentiality agreement (other than agreements
dealing with information covered by sect 24021F-4(b)(4)(i) and sect 24021F-4(b)(4)(ii) of
this chapter related to the legal representation of a client) with respect to such
communications
(b) If you are a director officer member agent or employee of an entity that has
counsel and you have initiated communication with the Commission relating to a
possible securities law violation the staff is authorized to communicate directly with you
regarding the possible securities law violation without seeking the consent of the entityrsquos
counsel
(i) Within thirty (30) days of the date of the Preliminary Determination request
that the Office of the Whistleblower make available for your review the materials from
among those set forth in sect 24021F-12(a) of this chapter that formed the basis of the
Claims Review Staffrsquos Preliminary Determination
(ii) Within thirty (30) days of the date of the Preliminary Determination request
a meeting with the Office of the Whistleblower however such meetings are not required
and the office may in its sole discretion decline the request
(2) If you decide to contest the Preliminary Determination you must submit
your written response and supporting materials within sixty (60) calendar days of the
date of the Preliminary Determination or if a request to review materials is made
pursuant to paragraph (e)(1)(i) of this section then within sixty (60) calendar days of
the Office of the Whistleblower making those materials available for your review
(f) If you fail to submit a timely response pursuant to paragraph (e) of this
section then the Preliminary Determination will become the Final Order of the
Commission (except where the Preliminary Determination recommended an award in
which case the Preliminary Determination will be deemed a Proposed Final
Determination for purposes of paragraph (h) of this section) Your failure to submit a
timely response contesting a Preliminary Determination will constitute a failure to
exhaust administrative remedies and you will be prohibited from pursuing an appeal
pursuant to sect 24021F-13 of this chapter
(g) If you submit a timely response pursuant to paragraph (e) of this section
then the Claims Review Staff will consider the issues and grounds that you advanced in
your response along with any supporting documentation you provided and will make
its Proposed Final Determination
(h) The Office of the Whistleblower will notify the Commission of each Proposed
Final Determination Within thirty 30 days thereafter any Commissioner may request
that the Proposed Final Determination be reviewed by the Commission If no
Commissioner requests such a review within the 30-day period then the Proposed Final
Determination will become the Final Order of the Commission In the event a
Commissioner requests a review the Commission will review the record that the staff
relied upon in making its determinations including your previous submissions to the
Office of the Whistleblower and issue its Final Order
(i) The Office of the Whistleblower will provide you with the Final Order of the
Commission
sect 24021F-12 Materials that may form the basis of an award determination
and that may comprise the record on appeal
(a) The following items constitute the materials that the Commission and the
Claims Review Staff may rely upon to make an award determination pursuant to sectsect
24021F-10 and 24021F-11 of this chapter
(1) Any publicly available materials from the covered action or related action
including
(i) The complaint notice of hearing answers and any amendments thereto
(ii) The final judgment consent order or final administrative order
(iii) Any transcripts of the proceedings including any exhibits
(iv) Any items that appear on the docket and
(v) Any appellate decisions or orders
(2) The whistleblowerrsquos Form TCR (referenced in sect2491800 of this chapter)
including attachments and other related materials provided by the whistleblower to
assist the Commission with the investigation or examination
(3) The whistleblowerrsquos Form WB-APP (referenced in sect2491800 of this chapter)
including attachments and any other filings or submissions from the whistleblower in
support of the award application
(4) Sworn declarations (including attachments) from the Commission staff
regarding any matters relevant to the award determination
(5) With respect to an award claim involving a related action any statements or
other information that the entity provides or identifies in connection with an award
determination provided the entity has authorized the Commission to share the
information with the claimant (Neither the Commission nor the Claims Review Staff
may rely upon information that the entity has not authorized the Commission to share
with the claimant) and
(6) Any other documents or materials including sworn declarations from third-
parties that are received or obtained by the Office of the Whistleblower to assist the
Commission resolve the claimantrsquos award application including information related to
the claimantrsquos eligibility (Neither the Commission nor the Claims Review Staff may rely
upon information that the entity has not authorized the Commission to share with the
claimant)
(b) These rules do not entitle claimants to obtain from the Commission any
materials (including any pre-decisional or internal deliberative process materials that
are prepared exclusively to assist the Commission in deciding the claim) other than
those listed in paragraph (a) of this section Moreover the Office of the Whistleblower
may make redactions as necessary to comply with any statutory restrictions to protect
the Commissionrsquos law enforcement and regulatory functions and to comply with
requests for confidential treatment from other law enforcement and regulatory
authorities The Office of the Whistleblower may also require you to sign a
confidentiality agreement as set forth in sect 24021F-(8)(b)(4) of this chapter before
providing these materials
sect 24021F-13 Appeals
(a) Section 21F of the Exchange Act (15 USC 78u-6) commits determinations of
whether to whom and in what amount to make awards to the Commissionrsquos discretion
A determination of whether or to whom to make an award may be appealed within 30
days after the Commission issues its final decision to the United States Court of Appeals
for the District of Columbia Circuit or to the circuit where the aggrieved person resides
or has his principal place of business Where the Commission makes an award based on
the factors set forth in sect 24021F-6 of this chapter of not less than 10 percent and not
more than 30 percent of the monetary sanctions collected in the Commission or related
action the Commissionrsquos determination regarding the amount of an award (including
the allocation of an award as between multiple whistleblowers and any factual findings
legal conclusions policy judgments or discretionary assessments involving the
Commissionrsquos consideration of the factors in sect 24021F-6 of this chapter) is not
appealable
(b) The record on appeal shall consist of the Preliminary Determination the
Final Order of the Commission and any other items from those set forth in sect 24021F-
12(a) of this chapter that either the claimant or the Commission identifies for inclusion
in the record The record on appeal shall not include any pre-decisional or internal
deliberative process materials that are prepared exclusively to assist the Commission in
deciding the claim (including the staffs Draft Final Determination in the event that the
Commissioners reviewed the claim and issued the Final Order)
sect 24021F- 14 Procedures applicable to the payment of awards
(a) Any award made pursuant to these rules will be paid from the Securities and
Exchange Commission Investor Protection Fund (the ldquoFundrdquo)
(b) A recipient of a whistleblower award is entitled to payment on the award only
to the extent that a monetary sanction is collected in the Commission action or in a
related action upon which the award is based
(c) Payment of a whistleblower award for a monetary sanction collected in a
Commission action or related action shall be made following the later of
(1) The date on which the monetary sanction is collected or
(2) The completion of the appeals process for all whistleblower award claims
arising from
(i) The Notice of Covered Action in the case of any payment of an award for a
monetary sanction collected in a Commission action or
(ii) The related action in the case of any payment of an award for a monetary
sanction collected in a related action
(d) If there are insufficient amounts available in the Fund to pay the entire
amount of an award payment within a reasonable period of time from the time for
payment specified by paragraph (c) of this section then subject to the following terms
the balance of the payment shall be paid when amounts become available in the Fund
as follows
(1) Where multiple whistleblowers are owed payments from the Fund based on
awards that do not arise from the same Notice of Covered Action (or related action)
priority in making these payments will be determined based upon the date that the
collections for which the whistleblowers are owed payments occurred If two or more of
these collections occur on the same date those whistleblowers owed payments based on
these collections will be paid on a pro rata basis until sufficient amounts become
available in the Fund to pay their entire payments
(2) Where multiple whistleblowers are owed payments from the Fund based on
awards that arise from the same Notice of Covered Action (or related action) they will
share the same payment priority and will be paid on a pro rata basis until sufficient
amounts become available in the Fund to pay their entire payments
sect 24021F-15 No amnesty
The Securities Whistleblower Incentives and Protection provisions do not provide
amnesty to individuals who provide information to the Commission The fact that you
may become a whistleblower and assist in Commission investigations and enforcement
actions does not preclude the Commission from bringing an action against you based
upon your own conduct in connection with violations of the federal securities laws If
such an action is determined to be appropriate however the Commission will take your
cooperation into consideration in accordance with its Policy Statement Concerning
Cooperation by Individuals in Investigations and Related Enforcement Actions (17 CFR
sect 20212)
sect 24021F-16 Awards to whistleblowers who engage in culpable conduct
In determining whether the required $1000000 threshold has been satisfied
(this threshold is further explained in sect 24021F-10 of this chapter) for purposes of
making any award the Commission will not take into account any monetary sanctions
that the whistleblower is ordered to pay or that are ordered against any entity whose
liability is based substantially on conduct that the whistleblower directed planned or
initiated Similarly if the Commission determines that a whistleblower is eligible for an
award any amounts that the whistleblower or such an entity pay in sanctions as a result
of the action or related actions will not be included within the calculation of the amounts
collected for purposes of making payments
sect 24021F-17 Staff communications with individuals reporting possible
securities law violations
(a) No person may take any action to impede an individual from communicating
directly with the Commission staff about a possible securities law violation including
enforcing or threatening to enforce a confidentiality agreement (other than agreements
dealing with information covered by sect 24021F-4(b)(4)(i) and sect 24021F-4(b)(4)(ii) of
this chapter related to the legal representation of a client) with respect to such
communications
(b) If you are a director officer member agent or employee of an entity that has
counsel and you have initiated communication with the Commission relating to a
possible securities law violation the staff is authorized to communicate directly with you
regarding the possible securities law violation without seeking the consent of the entityrsquos
counsel
(i) The Office of the Whistleblower will provide you with the Final Order of the
Commission
sect 24021F-12 Materials that may form the basis of an award determination
and that may comprise the record on appeal
(a) The following items constitute the materials that the Commission and the
Claims Review Staff may rely upon to make an award determination pursuant to sectsect
24021F-10 and 24021F-11 of this chapter
(1) Any publicly available materials from the covered action or related action
including
(i) The complaint notice of hearing answers and any amendments thereto
(ii) The final judgment consent order or final administrative order
(iii) Any transcripts of the proceedings including any exhibits
(iv) Any items that appear on the docket and
(v) Any appellate decisions or orders
(2) The whistleblowerrsquos Form TCR (referenced in sect2491800 of this chapter)
including attachments and other related materials provided by the whistleblower to
assist the Commission with the investigation or examination
(3) The whistleblowerrsquos Form WB-APP (referenced in sect2491800 of this chapter)
including attachments and any other filings or submissions from the whistleblower in
support of the award application
(4) Sworn declarations (including attachments) from the Commission staff
regarding any matters relevant to the award determination
(5) With respect to an award claim involving a related action any statements or
other information that the entity provides or identifies in connection with an award
determination provided the entity has authorized the Commission to share the
information with the claimant (Neither the Commission nor the Claims Review Staff
may rely upon information that the entity has not authorized the Commission to share
with the claimant) and
(6) Any other documents or materials including sworn declarations from third-
parties that are received or obtained by the Office of the Whistleblower to assist the
Commission resolve the claimantrsquos award application including information related to
the claimantrsquos eligibility (Neither the Commission nor the Claims Review Staff may rely
upon information that the entity has not authorized the Commission to share with the
claimant)
(b) These rules do not entitle claimants to obtain from the Commission any
materials (including any pre-decisional or internal deliberative process materials that
are prepared exclusively to assist the Commission in deciding the claim) other than
those listed in paragraph (a) of this section Moreover the Office of the Whistleblower
may make redactions as necessary to comply with any statutory restrictions to protect
the Commissionrsquos law enforcement and regulatory functions and to comply with
requests for confidential treatment from other law enforcement and regulatory
authorities The Office of the Whistleblower may also require you to sign a
confidentiality agreement as set forth in sect 24021F-(8)(b)(4) of this chapter before
providing these materials
sect 24021F-13 Appeals
(a) Section 21F of the Exchange Act (15 USC 78u-6) commits determinations of
whether to whom and in what amount to make awards to the Commissionrsquos discretion
A determination of whether or to whom to make an award may be appealed within 30
days after the Commission issues its final decision to the United States Court of Appeals
for the District of Columbia Circuit or to the circuit where the aggrieved person resides
or has his principal place of business Where the Commission makes an award based on
the factors set forth in sect 24021F-6 of this chapter of not less than 10 percent and not
more than 30 percent of the monetary sanctions collected in the Commission or related
action the Commissionrsquos determination regarding the amount of an award (including
the allocation of an award as between multiple whistleblowers and any factual findings
legal conclusions policy judgments or discretionary assessments involving the
Commissionrsquos consideration of the factors in sect 24021F-6 of this chapter) is not
appealable
(b) The record on appeal shall consist of the Preliminary Determination the
Final Order of the Commission and any other items from those set forth in sect 24021F-
12(a) of this chapter that either the claimant or the Commission identifies for inclusion
in the record The record on appeal shall not include any pre-decisional or internal
deliberative process materials that are prepared exclusively to assist the Commission in
deciding the claim (including the staffs Draft Final Determination in the event that the
Commissioners reviewed the claim and issued the Final Order)
sect 24021F- 14 Procedures applicable to the payment of awards
(a) Any award made pursuant to these rules will be paid from the Securities and
Exchange Commission Investor Protection Fund (the ldquoFundrdquo)
(b) A recipient of a whistleblower award is entitled to payment on the award only
to the extent that a monetary sanction is collected in the Commission action or in a
related action upon which the award is based
(c) Payment of a whistleblower award for a monetary sanction collected in a
Commission action or related action shall be made following the later of
(1) The date on which the monetary sanction is collected or
(2) The completion of the appeals process for all whistleblower award claims
arising from
(i) The Notice of Covered Action in the case of any payment of an award for a
monetary sanction collected in a Commission action or
(ii) The related action in the case of any payment of an award for a monetary
sanction collected in a related action
(d) If there are insufficient amounts available in the Fund to pay the entire
amount of an award payment within a reasonable period of time from the time for
payment specified by paragraph (c) of this section then subject to the following terms
the balance of the payment shall be paid when amounts become available in the Fund
as follows
(1) Where multiple whistleblowers are owed payments from the Fund based on
awards that do not arise from the same Notice of Covered Action (or related action)
priority in making these payments will be determined based upon the date that the
collections for which the whistleblowers are owed payments occurred If two or more of
these collections occur on the same date those whistleblowers owed payments based on
these collections will be paid on a pro rata basis until sufficient amounts become
available in the Fund to pay their entire payments
(2) Where multiple whistleblowers are owed payments from the Fund based on
awards that arise from the same Notice of Covered Action (or related action) they will
share the same payment priority and will be paid on a pro rata basis until sufficient
amounts become available in the Fund to pay their entire payments
sect 24021F-15 No amnesty
The Securities Whistleblower Incentives and Protection provisions do not provide
amnesty to individuals who provide information to the Commission The fact that you
may become a whistleblower and assist in Commission investigations and enforcement
actions does not preclude the Commission from bringing an action against you based
upon your own conduct in connection with violations of the federal securities laws If
such an action is determined to be appropriate however the Commission will take your
cooperation into consideration in accordance with its Policy Statement Concerning
Cooperation by Individuals in Investigations and Related Enforcement Actions (17 CFR
sect 20212)
sect 24021F-16 Awards to whistleblowers who engage in culpable conduct
In determining whether the required $1000000 threshold has been satisfied
(this threshold is further explained in sect 24021F-10 of this chapter) for purposes of
making any award the Commission will not take into account any monetary sanctions
that the whistleblower is ordered to pay or that are ordered against any entity whose
liability is based substantially on conduct that the whistleblower directed planned or
initiated Similarly if the Commission determines that a whistleblower is eligible for an
award any amounts that the whistleblower or such an entity pay in sanctions as a result
of the action or related actions will not be included within the calculation of the amounts
collected for purposes of making payments
sect 24021F-17 Staff communications with individuals reporting possible
securities law violations
(a) No person may take any action to impede an individual from communicating
directly with the Commission staff about a possible securities law violation including
enforcing or threatening to enforce a confidentiality agreement (other than agreements
dealing with information covered by sect 24021F-4(b)(4)(i) and sect 24021F-4(b)(4)(ii) of
this chapter related to the legal representation of a client) with respect to such
communications
(b) If you are a director officer member agent or employee of an entity that has
counsel and you have initiated communication with the Commission relating to a
possible securities law violation the staff is authorized to communicate directly with you
regarding the possible securities law violation without seeking the consent of the entityrsquos
counsel
the claimantrsquos eligibility (Neither the Commission nor the Claims Review Staff may rely
upon information that the entity has not authorized the Commission to share with the
claimant)
(b) These rules do not entitle claimants to obtain from the Commission any
materials (including any pre-decisional or internal deliberative process materials that
are prepared exclusively to assist the Commission in deciding the claim) other than
those listed in paragraph (a) of this section Moreover the Office of the Whistleblower
may make redactions as necessary to comply with any statutory restrictions to protect
the Commissionrsquos law enforcement and regulatory functions and to comply with
requests for confidential treatment from other law enforcement and regulatory
authorities The Office of the Whistleblower may also require you to sign a
confidentiality agreement as set forth in sect 24021F-(8)(b)(4) of this chapter before
providing these materials
sect 24021F-13 Appeals
(a) Section 21F of the Exchange Act (15 USC 78u-6) commits determinations of
whether to whom and in what amount to make awards to the Commissionrsquos discretion
A determination of whether or to whom to make an award may be appealed within 30
days after the Commission issues its final decision to the United States Court of Appeals
for the District of Columbia Circuit or to the circuit where the aggrieved person resides
or has his principal place of business Where the Commission makes an award based on
the factors set forth in sect 24021F-6 of this chapter of not less than 10 percent and not
more than 30 percent of the monetary sanctions collected in the Commission or related
action the Commissionrsquos determination regarding the amount of an award (including
the allocation of an award as between multiple whistleblowers and any factual findings
legal conclusions policy judgments or discretionary assessments involving the
Commissionrsquos consideration of the factors in sect 24021F-6 of this chapter) is not
appealable
(b) The record on appeal shall consist of the Preliminary Determination the
Final Order of the Commission and any other items from those set forth in sect 24021F-
12(a) of this chapter that either the claimant or the Commission identifies for inclusion
in the record The record on appeal shall not include any pre-decisional or internal
deliberative process materials that are prepared exclusively to assist the Commission in
deciding the claim (including the staffs Draft Final Determination in the event that the
Commissioners reviewed the claim and issued the Final Order)
sect 24021F- 14 Procedures applicable to the payment of awards
(a) Any award made pursuant to these rules will be paid from the Securities and
Exchange Commission Investor Protection Fund (the ldquoFundrdquo)
(b) A recipient of a whistleblower award is entitled to payment on the award only
to the extent that a monetary sanction is collected in the Commission action or in a
related action upon which the award is based
(c) Payment of a whistleblower award for a monetary sanction collected in a
Commission action or related action shall be made following the later of
(1) The date on which the monetary sanction is collected or
(2) The completion of the appeals process for all whistleblower award claims
arising from
(i) The Notice of Covered Action in the case of any payment of an award for a
monetary sanction collected in a Commission action or
(ii) The related action in the case of any payment of an award for a monetary
sanction collected in a related action
(d) If there are insufficient amounts available in the Fund to pay the entire
amount of an award payment within a reasonable period of time from the time for
payment specified by paragraph (c) of this section then subject to the following terms
the balance of the payment shall be paid when amounts become available in the Fund
as follows
(1) Where multiple whistleblowers are owed payments from the Fund based on
awards that do not arise from the same Notice of Covered Action (or related action)
priority in making these payments will be determined based upon the date that the
collections for which the whistleblowers are owed payments occurred If two or more of
these collections occur on the same date those whistleblowers owed payments based on
these collections will be paid on a pro rata basis until sufficient amounts become
available in the Fund to pay their entire payments
(2) Where multiple whistleblowers are owed payments from the Fund based on
awards that arise from the same Notice of Covered Action (or related action) they will
share the same payment priority and will be paid on a pro rata basis until sufficient
amounts become available in the Fund to pay their entire payments
sect 24021F-15 No amnesty
The Securities Whistleblower Incentives and Protection provisions do not provide
amnesty to individuals who provide information to the Commission The fact that you
may become a whistleblower and assist in Commission investigations and enforcement
actions does not preclude the Commission from bringing an action against you based
upon your own conduct in connection with violations of the federal securities laws If
such an action is determined to be appropriate however the Commission will take your
cooperation into consideration in accordance with its Policy Statement Concerning
Cooperation by Individuals in Investigations and Related Enforcement Actions (17 CFR
sect 20212)
sect 24021F-16 Awards to whistleblowers who engage in culpable conduct
In determining whether the required $1000000 threshold has been satisfied
(this threshold is further explained in sect 24021F-10 of this chapter) for purposes of
making any award the Commission will not take into account any monetary sanctions
that the whistleblower is ordered to pay or that are ordered against any entity whose
liability is based substantially on conduct that the whistleblower directed planned or
initiated Similarly if the Commission determines that a whistleblower is eligible for an
award any amounts that the whistleblower or such an entity pay in sanctions as a result
of the action or related actions will not be included within the calculation of the amounts
collected for purposes of making payments
sect 24021F-17 Staff communications with individuals reporting possible
securities law violations
(a) No person may take any action to impede an individual from communicating
directly with the Commission staff about a possible securities law violation including
enforcing or threatening to enforce a confidentiality agreement (other than agreements
dealing with information covered by sect 24021F-4(b)(4)(i) and sect 24021F-4(b)(4)(ii) of
this chapter related to the legal representation of a client) with respect to such
communications
(b) If you are a director officer member agent or employee of an entity that has
counsel and you have initiated communication with the Commission relating to a
possible securities law violation the staff is authorized to communicate directly with you
regarding the possible securities law violation without seeking the consent of the entityrsquos
counsel
deliberative process materials that are prepared exclusively to assist the Commission in
deciding the claim (including the staffs Draft Final Determination in the event that the
Commissioners reviewed the claim and issued the Final Order)
sect 24021F- 14 Procedures applicable to the payment of awards
(a) Any award made pursuant to these rules will be paid from the Securities and
Exchange Commission Investor Protection Fund (the ldquoFundrdquo)
(b) A recipient of a whistleblower award is entitled to payment on the award only
to the extent that a monetary sanction is collected in the Commission action or in a
related action upon which the award is based
(c) Payment of a whistleblower award for a monetary sanction collected in a
Commission action or related action shall be made following the later of
(1) The date on which the monetary sanction is collected or
(2) The completion of the appeals process for all whistleblower award claims
arising from
(i) The Notice of Covered Action in the case of any payment of an award for a
monetary sanction collected in a Commission action or
(ii) The related action in the case of any payment of an award for a monetary
sanction collected in a related action
(d) If there are insufficient amounts available in the Fund to pay the entire
amount of an award payment within a reasonable period of time from the time for
payment specified by paragraph (c) of this section then subject to the following terms
the balance of the payment shall be paid when amounts become available in the Fund
as follows
(1) Where multiple whistleblowers are owed payments from the Fund based on
awards that do not arise from the same Notice of Covered Action (or related action)
priority in making these payments will be determined based upon the date that the
collections for which the whistleblowers are owed payments occurred If two or more of
these collections occur on the same date those whistleblowers owed payments based on
these collections will be paid on a pro rata basis until sufficient amounts become
available in the Fund to pay their entire payments
(2) Where multiple whistleblowers are owed payments from the Fund based on
awards that arise from the same Notice of Covered Action (or related action) they will
share the same payment priority and will be paid on a pro rata basis until sufficient
amounts become available in the Fund to pay their entire payments
sect 24021F-15 No amnesty
The Securities Whistleblower Incentives and Protection provisions do not provide
amnesty to individuals who provide information to the Commission The fact that you
may become a whistleblower and assist in Commission investigations and enforcement
actions does not preclude the Commission from bringing an action against you based
upon your own conduct in connection with violations of the federal securities laws If
such an action is determined to be appropriate however the Commission will take your
cooperation into consideration in accordance with its Policy Statement Concerning
Cooperation by Individuals in Investigations and Related Enforcement Actions (17 CFR
sect 20212)
sect 24021F-16 Awards to whistleblowers who engage in culpable conduct
In determining whether the required $1000000 threshold has been satisfied
(this threshold is further explained in sect 24021F-10 of this chapter) for purposes of
making any award the Commission will not take into account any monetary sanctions
that the whistleblower is ordered to pay or that are ordered against any entity whose
liability is based substantially on conduct that the whistleblower directed planned or
initiated Similarly if the Commission determines that a whistleblower is eligible for an
award any amounts that the whistleblower or such an entity pay in sanctions as a result
of the action or related actions will not be included within the calculation of the amounts
collected for purposes of making payments
sect 24021F-17 Staff communications with individuals reporting possible
securities law violations
(a) No person may take any action to impede an individual from communicating
directly with the Commission staff about a possible securities law violation including
enforcing or threatening to enforce a confidentiality agreement (other than agreements
dealing with information covered by sect 24021F-4(b)(4)(i) and sect 24021F-4(b)(4)(ii) of
this chapter related to the legal representation of a client) with respect to such
communications
(b) If you are a director officer member agent or employee of an entity that has
counsel and you have initiated communication with the Commission relating to a
possible securities law violation the staff is authorized to communicate directly with you
regarding the possible securities law violation without seeking the consent of the entityrsquos
counsel
(2) Where multiple whistleblowers are owed payments from the Fund based on
awards that arise from the same Notice of Covered Action (or related action) they will
share the same payment priority and will be paid on a pro rata basis until sufficient
amounts become available in the Fund to pay their entire payments
sect 24021F-15 No amnesty
The Securities Whistleblower Incentives and Protection provisions do not provide
amnesty to individuals who provide information to the Commission The fact that you
may become a whistleblower and assist in Commission investigations and enforcement
actions does not preclude the Commission from bringing an action against you based
upon your own conduct in connection with violations of the federal securities laws If
such an action is determined to be appropriate however the Commission will take your
cooperation into consideration in accordance with its Policy Statement Concerning
Cooperation by Individuals in Investigations and Related Enforcement Actions (17 CFR
sect 20212)
sect 24021F-16 Awards to whistleblowers who engage in culpable conduct
In determining whether the required $1000000 threshold has been satisfied
(this threshold is further explained in sect 24021F-10 of this chapter) for purposes of
making any award the Commission will not take into account any monetary sanctions
that the whistleblower is ordered to pay or that are ordered against any entity whose
liability is based substantially on conduct that the whistleblower directed planned or
initiated Similarly if the Commission determines that a whistleblower is eligible for an
award any amounts that the whistleblower or such an entity pay in sanctions as a result
of the action or related actions will not be included within the calculation of the amounts
collected for purposes of making payments
sect 24021F-17 Staff communications with individuals reporting possible
securities law violations
(a) No person may take any action to impede an individual from communicating
directly with the Commission staff about a possible securities law violation including
enforcing or threatening to enforce a confidentiality agreement (other than agreements
dealing with information covered by sect 24021F-4(b)(4)(i) and sect 24021F-4(b)(4)(ii) of
this chapter related to the legal representation of a client) with respect to such
communications
(b) If you are a director officer member agent or employee of an entity that has
counsel and you have initiated communication with the Commission relating to a
possible securities law violation the staff is authorized to communicate directly with you
regarding the possible securities law violation without seeking the consent of the entityrsquos
counsel
sect 24021F-17 Staff communications with individuals reporting possible
securities law violations
(a) No person may take any action to impede an individual from communicating
directly with the Commission staff about a possible securities law violation including
enforcing or threatening to enforce a confidentiality agreement (other than agreements
dealing with information covered by sect 24021F-4(b)(4)(i) and sect 24021F-4(b)(4)(ii) of
this chapter related to the legal representation of a client) with respect to such
communications
(b) If you are a director officer member agent or employee of an entity that has
counsel and you have initiated communication with the Commission relating to a
possible securities law violation the staff is authorized to communicate directly with you
regarding the possible securities law violation without seeking the consent of the entityrsquos
counsel